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Disclaimer This is a PDF version of the Annual Report on Form 20-F 2023 and is an exact copy of the document filed with the SEC at www.sec.gov. The Annual Report and Accounts 2023 was also filed with the National Storage Mechanism and the Dutch Authority for the Financial Markets in European Single Electronic Format, including a human readable XHMTL version of the Annual Report and Accounts 2023 (the ESEF Format). The Annual Report and Accounts 2023 in ESEF Format is also available on Unilever’s website at www.unilever.com. Only the Annual Report and Accounts 2023 in ESEF Format is the official version of the annual report for purposes of the ESEF Regulation. Certain sections of the Annual Report on Form 20-F 2023 have been audited. These are on pages 173 to 226. The maintenance and integrity of the Unilever website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Except where you are a shareholder, this material is provided for information purposes only and is not, in particular, intended to confer any legal rights on you. This Annual Report on Form 20-F does not constitute an invitation to invest in Unilever shares. Any decisions you make in reliance on this information are solely your responsibility. The information is given as of the dates specified, is not updated, and any forward- looking statements are made subject to the reservations specified in the cautionary statement on the inside back cover of the Annual Report on Form 20-F 2023. Unilever accepts no responsibility for any information on other websites that may be accessed from this site by hyperlinks.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark one)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from 1 January 2023 to 31 December 2023
Commission file number 001-04546
(Exact name of Registrant as specified in its charter)
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(Translation of Registrant’s name into English)
ENGLAND |
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(Jurisdiction of incorporation or organization)
100 Victoria Embankment, London, England
(Address of principal executive offices)
Maria Varsellona, Chief Legal Officer and Group Secretary
Tel: +44 7795 562319, Email: maria.varsellona@unilever.com
100 Victoria Embankment, London EC4Y 0DY, UK
(Name, Telephone Number, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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| Ordinary shares, nominal value of 3 1/9 pence per share |
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ULVR |
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New York Stock Exchange* |
| American Depositary Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each |
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UL |
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New York Stock Exchange |
*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
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0.626% Notes due 2024
3.250% Notes due 2024
2.600% Notes due 2024
3.250% Notes due 2024
3.100% Notes due 2025
3.375% Notes due 2025
2.000% Notes due 2026
2.900% Notes due 2027
3.500% Notes due 2028
4.875% Notes due 2028
2.125% Notes due 2029
3.300% Notes due 2029
1.375% Notes due 2030
1.750% Notes due 2031
5.900% Notes due 2032
5.000% Notes due 2033
3.400% Notes due 2033
2.625% Notes due 2051
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was: 2,521,497,338
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:
Yes o No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer x Accelerated filer o Non-accelerated filer o Emerging Growth Company o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. o
*The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐ |
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International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |
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Other ☐ |
If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes o No x
Cautionary Statement This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995, concerning the financial condition, results of operations and businesses of the Unilever Group (the ‘Group’). All statements other than statements of historical fact are, or may deemed to be, forward-looking statements. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, ‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’, ‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’, ‘project’, ‘risk’, ‘seek’, ‘continue’, ‘projected’, ‘estimate’, ‘achieve’ or the negative of these terms, and other similar expressions of future performance or results and their negatives, are intended to identify such forward-looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Group’s emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith). Forward-looking statements can be made in writing but also may be made verbally by directors, officers and employees of the Group (including during management presentations) in connection with this document. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group's control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially from those expressed in the forward-looking statements included in this document are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in Unilever's supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. Also see "Our Principal Risks" on pages 70-78 for additional risks and further discussion. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Some of this data is based on estimates, assumptions and uncertainties. Scope 1 and 2 emissions data relates to emissions from the Group’s own activities and supplied heat, power and cooling and is generally easier for the Group to gather than Scope 3 emissions data. Scope 3 emissions relate to other organisations’ emissions and is therefore subject to a range of additional uncertainties, including that: data used to model lifecycle footprints is typically industry-standard data or estimates rather than relating to individual suppliers; and lifecycle models such as the Group’s cover many but not all products and markets. In addition, international standards and protocols relating to Scope 1, 2, and 3 emissions calculations and categorisations also continue to evolve, as do accepted norms regarding terminology such as carbon neutral and net zero which may affect the emissions data the Group reports. As Scope 3 emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this document is likely to evolve. Throughout this report, we include non-GAAP financial measures to explain the performance of our business, including underlying sales growth, underlying volume growth, underlying price growth, not-underlying items, underlying operating profit, underlying operating margin, underlying earnings per share, underlying effective tax rate, constant underlying earnings per share, free cash flow, cash conversion, underlying return on assets, net debt and underlying return on invested capital. Such non-GAAP financial measures are defined in "Additional financial disclosures" and a reconciliation of these measures to their most directly comparable GAAP financial measures are included within "Additional financial disclosures." See pages 59-64. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2023. This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such. The Annual Report on Form 20-F 2023 is separately filed with the US Securities and Exchange Commission and is available on our corporate website. www.unilever.com In addition, a printed copy of the Annual Report on Form 20-F 2023 is available, free of charge, upon request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom. This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het financieel toezicht (Wft)’) in the Netherlands. The brand names shown in this report are trademarks owned by or licensed to companies within the Group. References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Unilever Annual Report and Accounts 2023.
In this report Strategic Report About Unilever 2 Unilever at a glance 4 Our strategy & Growth Action Plan Review of the Year 6 Chair’s statement 8 Chief Executive Officer’s statement 10 Unilever Group Financial Review 14 Business Group Review 34 Our People & Culture 38 Planet & Society Our Performance 56 Financial performance 65 Non-financial performance Our Principal Risks 70 Risk management approach 71 Principal risks 79 Viability statement Governance Report 82 Chair’s Governance statement 84 Board of Directors 86 Unilever Leadership Executive (ULE) 88 Corporate Governance overview 102 Report of the Nominating and Corporate Governance Committee 107 Report of the Audit Committee 112 Report of the Corporate Responsibility Committee 116 Directors’ Remuneration Report Financial Statements 156 Statement of Directors’ responsibilities 157 Report of Independent Registered Public Accounting Firm 173 Consolidated Financial Statements Unilever Group 177 Notes to the Consolidated Financial Statements 227 Company Accounts Unilever PLC 230 Notes to the Company Accounts Unilever PLC 234 Group Companies 245 Shareholder information – Financial calendar 246 Additional Information for US Listing Purposes Online You can find more information about Unilever online at www.unilever.com The Unilever Annual Report on Form 20-F 2023 (including the Additional Information for US Listing Purposes) along with other relevant documents can be downloaded at www.unilever.com/investors/annual-report-and-accounts References to information on websites in this document are included as an aid to their location and such information is not incorporated in, and does not form part of this document. Any website URL is included as text only and is not an active link.
Realising our full potential Unilever is a company with many strengths. We have a portfolio of iconic global and local brands serving consumers in almost every part of the world. Our talent base is engaged and diverse. And we have industry-leading capabilities in science, innovation and sustainability. Our category-focused organisation is fully operational, with our five Business Groups organised to accelerate our growth, supported by a digital and technology- enabled Business Operations team. Nevertheless, our business performance in recent years has not matched our full potential, and so we have set out a Growth Action Plan to close that gap. Our action plan outlines the steps we will take to deliver faster growth, drive productivity and simplicity, and dial up our performance culture. We are stepping up our execution across each area, with relentless focus: fewer things, done better, with greater impact. This Annual Report and Accounts sets out the work we have already started and our priorities for the year ahead.
Category-focused organisation to accelerate growth Beauty & Wellbeing Personal Care Home Care Nutrition Ice Cream €12.5bn €13.8bn €12.2bn €13.2bn €7.9bn Turnover Turnover Turnover Turnover Turnover Powered by strong fundamentals and capabilities STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS About Unilever Unilever at a glance 2 Unilever Annual Report on Form 20-F 2023 We are a global consumer goods business with strong fundamentals and differentiated capabilities. Global footprint & reach We are a global consumer goods business, with a portfolio serving consumers in almost every part of the world. Worldwide geographic reach Strong distributive trade footprint Emerging market strength 190 4.4m 58% countries where our products are sold retail stores served by distributors in top 10 emerging markets of Group turnover in emerging markets Iconic global & local brands We have about 400 brands meeting consumers’ daily needs, from household staples to premium indulgence. High household penetration 30 Power Brands Marketing powerhouse 3.4bn ~75% €8.6bn people use our products every day turnover from our Power Brands spend on brand and marketing investment Engaged & diverse talent base Our people work in factories, offices, distribution warehouses, R&D centres and customer-facing roles across 100+ countries. Global talent Highly engaged Gender diverse 128,000 84% 55% people employed by Unilever engagement score in UniVoice employee survey of our managers are women
Digital & technology-enabled operations Our Business Operations organisation is making our end-to-end value chain more efficient and agile. Global supply chain Future-fit manufacturing Digitally connected logistics 57,000 280+ 23m suppliers in around 150 countries factories operated by Unilever customer orders serviced Differentiated science & technology Our 5,000+ R&D team are working to create innovations to help drive unmissable superiority. Investment in R&D Leading science Innovating for growth €949m 20,000+ €1.8bn spend on R&D patents protecting our discoveries and breakthrough innovations incremental turnover from innovation Deep sustainability expertise We have been pioneers in sustainable business for over a decade, building resilience and creating strong foundations for responsible growth. Recognised industry leader Climate Livelihoods AAA- -74% 1.9m 2023 rating in CDP Forests, Water and Climate reduction in GHG emissions in our operations since 2015 SMEs use our digital platforms to help grow their businesses Creating value for our stakeholders Our business model leverages our organisational structure, deep operational know-how and industry-leading expertise to create value. Shareholders Our People Consumers Customers Suppliers & Business Partners Planet & Society All numbers above for 2023 reporting period STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS About Unilever Unilever Annual Report on Form 20-F 2023 3
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS About Unilever Our strategy & Growth Action Plan 4 Unilever Annual Report on Form 20-F 2023 We are stepping up our execution to deliver improved performance – focusing on faster growth, productivity and simplicity, and performance culture. Our purpose Making sustainable living commonplace Our financial ambition Consistent and competitive growth driving top third Total Shareholder Return(a) Where to play Build a consistently high growth portfolio Win with our brands, powered by unmissable superiority Accelerate growth in key markets and categories(b) Lead in key channels How to win Our Growth Action Plan Strong fundamentals and a focused action plan to unlock potential and deliver consistent value creation: ■ Faster growth: driving unmissable brand superiority, innovation and investment behind our 30 Power Brands. ■ Productivity & simplicity: building back gross margin and leveraging the full benefits of our organisation. ■ Performance culture: dialling up our performance edge and rewarding out-performance. (a) See pages 116 to 153 for details on TSR. (b) Key markets and categories determined by the growth potential in each of our Business Groups.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS About Unilever Unilever Annual Report on Form 20-F 2023 5 1Focus first on 30 Power Brands ■ Ensure consistent in-market execution and brand support for Power Brands. ■ Apply same focused blueprint to other brands in the future. 2 Drive unmissable brand superiority ■ Address all elements of consumer preference. ■ Measure six superiority attributes: product, proposition, packaging, place, promotion, pricing. 3 Scale multi-year innovation ■ Prioritise scalable innovations that drive category growth and market development. ■ Leverage our strong science and technology platforms. Productivity & simplicity 6 Build back gross margin ■ Shift focus from gross savings to net productivity. ■ Step up capital expenditure and apply disciplined approach to restructuring. 7 Focus sustainability goals ■ Four key priorities: climate, nature, plastics and livelihoods. ■ Focus on short-term roadmaps. 8 Drive benefits of the category-focused organisation ■ Further simplify operating model. ■ Strengthen frontline customer development roles. 4 Increase brand investment and returns ■ Focus incremental investment on bigger multi-channel platforms, including digital. ■ Ensure increased effectiveness of investment. 5 Selectively optimise portfolio ■ Continued portfolio optimisation. ■ No transformational acquisitions in the foreseeable future. Performance culture 9 Renewed team ■ Dial up performance edge. ■ Drive fewer, clearer priorities with more single-point accountability. 10 Drive and reward out-performance ■ Set simpler, more visible in-year targets. ■ Clearly link new reward framework to value creation. See Business Group Review pages 14-33 See Group Financial Review pages 10-13 See Planet & Society pages 38-55 See Our People & Culture pages 34-37 See Governance Report pages 88-101 See Directors' Remuneration Report pages 116-153 Faster growth
It is an honour to be writing to you for the first time as Chair of Unilever PLC. Unilever is a great company with a long and distinguished history. There are many strengths on which we can build for the future: great brands, well positioned in fast-growing markets; a geographic footprint that reaches across the developed and emerging world; and a talented and committed workforce. With these strengths, I believe we can deliver attractive levels of growth over both the short and the long term to meet the needs of all our stakeholders. Unfortunately, results going back several years have not met our and the markets' expectations. We have underperformed relative to a number of our principal competitors. We see this reflected in the share price, with Unilever shares down compared to five years ago, having performed unfavourably against both the FTSE100 and our peer group average. While there were positive and encouraging aspects to the Group’s financial results in 2023, as covered in this report, our performance overall was variable. In some areas we are doing reasonably well, such as Beauty & Wellbeing in the US and Home Care in Latin America. Our global Deodorants and Food Solutions businesses also both did well last year. But Ice Cream performed poorly, while Home Care European volumes declined double-digit. Nutrition also saw volumes in Europe decline in the face of rising costs and increased competition. I do believe we have the resource and expertise needed to get our brands growing consistently and competitively. Demonstrating this ability will be a key priority for all of us in 2024 and beyond. Results The Group delivered underlying sales growth in 2023 of 7%. This was driven mainly by price growth in response to continuing high levels of inflation, although the year did see a welcome return to volume growth as prices began to moderate. Turnover growth was down (0.8)% due to adverse currency and net disposals. Underlying operating margin was up 60bps on the prior year, to 16.7%, driven by improvements in gross margin. However, overheads were up by 10bps – highlighting the opportunity to drive further productivity. Operating margin was down 150bps due to the one-off gain on disposal of the global tea business in 2022. Underlying earnings per share (EPS) was up only 1.4% because of a negative currency impact of 9.6%, driven by our exposure to emerging markets. The lack of EPS growth is the primary reason why our share price has been flat over recent years. Cash flow performance was strong. We returned €5.9 billion to shareholders in 2023 through dividends and share buybacks, having completed the final two €750 million tranches of our €3 billion buyback programme during the year. We have announced a further buyback programme of €1.5 billion for 2024. Growth Action Plan Organic growth of our brands is the number one priority and our CEO, Hein Schumacher – who took over on 1 July 2023 – has wasted no time in putting into effect a concrete action plan to accelerate growth, drive productivity and simplicity, and sharpen Unilever’s performance edge. The plan will drive action by focusing on fewer, bigger priorities and by applying a more rigorous approach to execution and delivery. For example, our Power Brands will be prioritised for investment, particularly when it comes to delivering large-scale, differentiated, science-backed innovations. The unmissable brand superiority process will also be rolled out rapidly to ensure we have the right diagnosis and action plans to deliver brand growth and share gains. We will continue to increase brand investment, funded by cost savings and productivity gains. Changes to the organisation will give greater clarity in driving P&L accountability into the five Business Groups. Better management of costs, including a switch to measuring net productivity – rather than gross savings – will help to fund the investments needed to accelerate growth while ensuring we also meet our objective of margin expansion. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Chair’s statement 6 Unilever Annual Report on Form 20-F 2023 I believe we have the resource and expertise needed to get our brands growing consistently and competitively again. Ian Meakins Chair " " Image to be updated
While organic growth is the number one priority, the Board will continue to evaluate opportunities to improve Unilever’s portfolio to deliver faster growth, as we have done most recently, for example, with the agreement to acquire the fast- growing K18 prestige hair care brand in the US and with the planned disposal of the non-strategic Elida Beauty personal care brands. Until we have delivered faster organic growth, we do not think we should be considering large-scale acquisitions. We know that accelerated growth through the disciplined implementation of the Growth Action Plan is by far the best route to value creation. Climate Transition Action Plan We will continue to work hard to become a more sustainable business having made progress again in 2023. We go into 2024 with a sharpened focus around four major platforms that most support our sustainability agenda and our commercial objectives – climate, nature, plastics and livelihoods. Our plans are now fully integrated into the Business Group strategies, which we believe will enable us to make progress on sustainability while also delivering better performance. Climate change represents one of the biggest threats to the global economy and in March 2024 we published our updated Climate Transition Action Plan (CTAP), in advance of an advisory shareholder vote at our Annual General Meeting in May 2024. While there was overwhelming support for our first CTAP at our AGM in 2021, we take nothing for granted and know that the updated CTAP will need to measure up to the higher levels of accelerated delivery now demanded. Board and Governance Responsibility for transforming Unilever’s performance will be driven by Hein Schumacher and his Executive team. The Board’s role will be to provide appropriate support and challenge to Hein and his team. Ensuring we have a high- calibre Board that approaches this task with energy and conviction will be a key priority for me in 2024 and beyond. Good governance is vital for all businesses. At times of geopolitical and economic instability like this, it plays a particularly important role in building and retaining trust among a diverse base of stakeholders. Unilever operates to a high level of governance and the Board will maintain this approach going forward. Following widespread consultation, we will bring forward a revised Remuneration Policy for shareholders to consider at the 2024 AGM. The proposals address the constructive feedback we have received, and will form an important part of the measures being taken to sharpen Unilever’s performance. I would like to thank the Board members for their work in 2023. A special thank you to those colleagues who will be stepping down from the Board at the 2024 AGM: Nils Andersen as our former Chair, Judith Hartmann, Youngme Moon and Strive Masiyiwa. Thanks also to Feike Sijbesma, who stepped down in October 2023. Finally, thank you to our two Executive Directors who stood down in 2023: Alan Jope as CEO, on 30 June, and Graeme Pitkethly as Chief Financial Officer, on 31 December. The Board is delighted to be working with the new Executive team that Hein has put together, and especially our new CFO, Fernando Fernandez, who was appointed after an extensive internal and external search. From 1 March 2024, we are also very pleased to welcome Judith McKenna to the Board. Judith brings a wealth of experience, most recently as President and CEO of Walmart International. Looking ahead The Board and management of the company are all totally committed to deliver a significant step-up in Unilever’s long- term performance, starting in 2024. We have the necessary talent and resources and by focusing hard on driving growth, I am confident we can achieve the step-up required. I am delighted and honoured to be taking up this role and excited about the possibilities ahead. Unilever is a business with great assets, not least our talented and dedicated workforce. I want to thank each and every one of them for their considerable efforts in 2023. I look forward to meeting more of our Unilever team and working alongside them in 2024. Ian Meakins Chair STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 7
I began my career at Unilever and it is great to be back thirty years later as CEO. I have returned to a company possessing many of the qualities needed to win in today’s consumer goods environment: great brands, leading market positions and talented people. Today, Unilever is also one of the world’s most global fast- moving consumer goods businesses, with nearly 60% of turnover in 2023 coming from emerging markets. That is a huge strength in such a highly competitive global environment. A sharpening of the portfolio over recent years and an overhaul of the company’s organisational structure have underpinned these strengths further. This is key because there is an urgent need now to transform performance in line with Unilever’s potential. After a lengthy period in which the share price has underperformed, it is important that we move fast to rebuild investor confidence. That means delivering higher quality, competitive, top- and bottom-line growth, year in, year out. Work to achieve this is well underway with early signs of progress apparent in the results delivered for 2023. Results and performance 2023 Underlying sales growth of 7% was broad-based, across each of the five Business Groups, with two – Beauty & Wellbeing and Personal Care – also delivering good volume growth. Managing the balance of price and volume growth in a period of more normalised inflation will be a key priority for the year ahead. Turnover was €59.6 billion, down (0.8)% versus the prior year, including (5.7)% adverse foreign exchange translation and (1.7)% from disposals net of acquisitions. On the bottom line, underlying operating margin was up 60bps, driven by an improvement of 200bps in gross margin, with 330bps coming in the second half of the year. This enabled us to step up much needed investment behind our brands, by €0.7 billion in 2023. Free cash flow delivery was strong, at €7.1 billion, with 111% cash conversion, re-affirming the financial health of the business. Cash flow from operating activities increased by €1.5 billion compared to the prior year. The quality of growth varied across the Business Groups. Taken across the Group, growth was not competitive. We lost market share and finished the year with the percentage of the business winning share – an imperfect but nevertheless important measure of competitiveness – at only 37% (see page 12). We know this is not good enough and we are moving quickly to address it. To that end, we set out a comprehensive and detailed action plan in October to accelerate Unilever’s growth and strengthen our competitive position (see pages 4-5). Growth Action Plan The plan is highly operational, reflecting the need to step up both the quality and the consistency of our execution. It is divided into three elements but is underpinned by one simple premise: the need to do fewer things, better, with greater impact. This idea of greater focus permeates everything we are doing and will remain our lodestar in the months and years ahead. It applies first and foremost to our most important objective – faster growth. Faster growth Our top 30 Power Brands represent our biggest opportunity. They account for around three-quarters of turnover and delivered underlying sales growth of 8.6% in 2023. We are therefore devoting more of our energy and resource to these proven drivers of growth. We are not only prioritising these brands for investment – whether in marketing support, R&D or in the building of digital capabilities and platforms – but also in ensuring they appeal to consumers across multiple dimensions, making them what we are calling ‘unmissably superior’. The initial focus on these STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Chief Executive Officer’s statement 8 Unilever Annual Report on Form 20-F 2023 The Growth Action Plan is highly operational, reflecting the need to step up the quality and the consistency of our execution. Hein Schumacher Chief Executive Officer " "
30 brands is to ensure our plans are executed brilliantly. We will then drive the plans across the wider portfolio. Under the Growth Action Plan, we will also scale our innovations more systematically and over longer time horizons, leveraging Unilever’s strengths in science and technology more effectively. This will help to fuel the growth of our brands, not least by ensuring we develop and expand the categories in which they compete. We have world-leading brands, which we are convinced – with the right focus and attention – can drive accelerated levels of growth. Hence, we see no need to pursue transformational acquisitions at this stage. However, we will continue to take opportunities wherever we can to optimise the portfolio. We did this last year with the acquisition of the premium ice cream brand, Yasso, and with the agreement to acquire the prestige hair care brand, K18 (completed in February 2024). We sharpened the portfolio further in 2023 with the disposal of Suave in North America and Dollar Shave Club, and we expect to complete the sale of the Elida Beauty brands by the middle of 2024. Productivity and simplicity Stronger growth will be enabled through a combination of higher productivity and reduced complexity – the second pillar of our action plan. We are making a number of interventions here, first by restoring gross margin to pre-pandemic levels. This is being done through tighter cost control, including shifting focus from gross savings to net productivity, thereby enabling us to determine more accurately the true level – and impact – of costs on profitability. We made progress towards this objective last year with gross margin rising to 42.2%, but have a lot more to do to meet our ambitions and return to more competitive levels. By highlighting more clearly where the accountability for costs lies, our new organisational structure is facilitating the delivery of this goal. The implementation of the changes to the organisation are now complete and we are squarely focused on reaping the full benefits of the new simplified model. The concept of fewer things, done better, with greater impact applies equally to our sustainability goals. That is why we are honing our sustainability efforts around four critical platforms – climate, nature, plastics and livelihoods – and doing so on the basis of exacting, short-term, measurable and transparent goals, complementing our more long-term objectives. In many ways this is a natural extension of the pioneering work led by my predecessors, which has established Unilever as a leader in the field. I am determined we should retain that leadership role, primarily through enhancing our reputation for delivery and for demonstrating even more clearly how progress on sustainability drives business performance. Leadership changes and performance culture We are approaching the opportunities and challenges ahead with a refreshed leadership team having made a significant number of changes at the most senior levels of the company. I am excited to be working alongside our new and highly experienced Chair, Ian Meakins. We share a belief in Unilever’s potential, as well as a desire to turn potential into performance as soon as possible. I am also delighted to be partnered by our new CFO, Fernando Fernandez, whose experience and knowledge of the consumer goods industry make him well placed to help lead a step-up in Unilever’s performance. Fernando is one of a number of changes to the executive team. We have assembled a top team eminently capable of unlocking Unilever’s potential through a combination of promoting exceptionally capable internal candidates, by matching experience closely to requirements, as with Peter ter Kulve’s appointment as President Ice Cream, and by bringing in world leading talent from outside – such as the announced appointments of Heiko Schipper as President Nutrition and Mairead Nayager as Chief People Officer. See page 87 for more on ULE appointments. Leadership changes are a necessary condition for achieving the step-up in performance we need, but are not enough by themselves. A key task for the new executive team will be to oversee a dialling-up of Unilever’s performance edge. We will do this by making some important shifts in the way we think about, approach and reward performance. Going forward, the emphasis will be on a series of actions designed to achieve a stronger link between performance and reward. Our work here will also be shaped and guided by a streamlined set of leadership behaviours. Again, fewer things, done better, with greater impact. Outlook It is likely the world economy will remain in a state of flux over the year ahead. The increased volatility brought about by geopolitical tensions and the effects of climate change will continue to bear down on global growth. Consumers across the world will continue to feel the effects of multi-year inflation, although we see inflation easing to more normalised and historic levels in most of our markets. Some of our emerging market geographies were hit last year by significant currency devaluations. We expect to see a slow recovery there in 2024. In Europe, growth will remain subdued, although we remain positive in our outlook for this important Unilever market. We have a robust plan and set of responses in place, not just to weather the economic storms, but to put Unilever on the road to more sustained levels of volume-led, competitive growth. The potential at Unilever is significant. We are all focused on doing what is needed to unlock that potential and ensure we deliver improved returns to shareholders. Acknowledgements Finally, I want to thank my predecessor, Alan Jope, and our outgoing CFO, Graeme Pitkethly, for all their support and for their long service to Unilever. My thanks also to Nils Andersen for his guidance and support during his time as Chair. In re-joining Unilever, I have received a very warm and generous reception from colleagues across the company. My appreciation goes to everyone at Unilever for that, as well as for the hard work and commitment that went into delivering the results for 2023. I am confident that together we can go on to achieve great things in the years ahead. Hein Schumacher Chief Executive Officer STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 9
Review of the Year Unilever Group Financial Review 10 Unilever Annual Report on Form 20-F 2023 Improving financial performance through implementing the Growth Action Plan at pace, with positive 2023 delivery against our multi-year financial framework.
Unilever Annual Report on Form 20-F 2023 11 Performance highlights Turnover in 2023 €59.6bn 2022: €60.1bn 2021: €52.4bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
2023 saw a return to volume growth and gross margin expansion, however our competitiveness was disappointing. We are now focused on executing the Growth Action Plan, to realise Unilever's full potential. Fernando Fernandez Chief Financial Officer Highlights Turnover growth down 0.8% due to adverse currency and net disposals. USG of 7.0% with a return to positive volumes of 0.2%. 30 Power Brands accretive to growth and margins, with underlying sales up 8.6% and increased brand and marketing investment behind them. Strong cash conversion of 111% with Free Cash Flow up €1.9 billion to €7.1 billion. Year in summary Economic volatility, continued inflationary and cost of living pressures continued in 2023. While these eased in the second half of the year, uncertainty remained amid geopolitical tensions. Against this backdrop, we delivered an improving financial performance, with the return to volume growth and margin rebuilding. The Group generated turnover of €59.6 billion, operating profit of €9.8 billion, net profit of €7.1 billion and free cash flow of €7.1 billion during the year. Growth Turnover for the year was €59.6 billion, down (0.8)% versus 2022. Underlying sales growth contributed 7.0%, and we saw a negative impact from acquisitions and disposals of (1.7)%, with the disposals of Tea and Suave partially offset by the inclusion of Nutrafol and Yasso. Beauty & Wellbeing grew underlying sales by 8.3%, with strong volume growth of 4.4%. Prestige Beauty and Health & Wellbeing continued to grow double-digit and now account for a quarter of Beauty & Wellbeing’s turnover. Personal Care grew underlying sales 8.9%, with 3.2% from volume and 5.5% from price, led by strong sales growth of Deodorants. Home Care grew underlying sales 5.9%, driven by 6.8% from price and (0.9)% from volume, with positive volumes in emerging markets offset by a double-digit decline in Europe. Nutrition grew underlying sales 7.7%, with 10.1% from price and volumes down (2.2)% as we responded to higher input costs and a challenging European market. Ice Cream’s underlying sales growth was disappointing at 2.3%, with price growth of 8.8% and a volume decline of (6.0)%, reflecting the impact of downtrading in the in-home channels. See page 14 to 33 for more on Business Group performance. Our 30 Power Brands, identified as a key focus in the Growth Action Plan, contributed around 75% of the Group’s turnover and grew 8.6%. The percentage of our business winning market share(a) on a rolling 12-month basis was disappointing at 37%. This poor performance reflects share losses to private label in Europe, consumer shifts to super-premium segments in North America and a significant reduction of unprofitable active SKUs globally. Our competitiveness is not good enough and we are moving quickly to address it. Acquisition and disposal activities had a negative impact of (1.7)% to turnover, driven by the Tea business disposal partly offset by strong growth in Nutrafol, which we acquired in 2022. More details on acquisitions and disposals are in note 21 on pages 220 to 222. Emerging markets (58% of Group turnover) grew underlying sales 8.5%, with 1.6% from volume and 6.9% from price. Latin America, Turkey and Africa delivered double-digit growth. India grew mid- single digit led by volume, with lower input costs that led to negative pricing in the fourth quarter. Sales in China grew low- single digit led by volume while the market recovery continued to be uneven and slower than expected. Growth in South East Asia was impacted by a sales decline in Indonesia in the fourth quarter as consumers avoided the brands of multinational companies in response to the geopolitical situation in the Middle East. Underlying sales in developed markets (42% of Group turnover) grew 4.8% in the full year with 6.7% from price and (1.8)% from volume. North America delivered strong growth of 5.8% with 2.5% from volume and 3.3% from price, with continued double-digit underlying sales growth in Prestige Beauty and Health & Wellbeing. Volume growth in North America accelerated throughout the year leading to volume growth of 6.3% in the fourth quarter. In Europe, underlying sales growth was 4.1%, driven by 12.8% from price given its higher exposure to categories with significant cost inflation, and a volume decline of (7.7)%. Review of the Year 12 Unilever Annual Report on Form 20-F 2023 " " Group Financial Review (a) Competitiveness % Business Winning measures the aggregate turnover of the portfolio components (country/category cells) gaining value market share as a % of the total turnover measured by market data. It assesses what percentage of our revenue is being generated in areas where we are gaining market share.
Margin Operating profit was €9.8 billion which included a gain on disposal of €0.5 billion mainly related to the disposal of our Suave portfolio spread across Beauty & Wellbeing and Personal Care categories. Meanwhile, there were €0.5 billion in restructuring costs from transformation technology and supply chain projects, and continued investment to embed the Group’s category-focused organisation model. This was down (9.3)% from the prior year primarily due to a gain of €2.3 billion recognised on the disposal of the global tea business in 2022. Underlying operating profit was €9.9 billion, up 2.6% versus the prior year. Underlying operating margin increased 60bps to 16.7%, with gross margin improving by 200bps to 42.2%. The impact of net material inflation, of around €1.8 billion was more than mitigated through improved productivity, price and mix. Brand and marketing investment was 14.3% of turnover which was an increase of 130bps. Overheads marginally increased as we continued to invest in the expansion of our Prestige Beauty and Health & Wellbeing businesses. Cash, capital allocation and earnings We delivered strong cash conversion of 111% and generated free cash flow of €7.1 billion, an increase of €1.9 billion compared to 2022. This increase was largely driven by higher underlying operating profit and improved working capital, and included €0.4 billion linked to a tax refund in India. In 2023, we returned €5.9 billion to shareholders through dividends and share buybacks. We completed the final two €750 million tranches of our €3 billion share buyback programme. Dividend payments were maintained in line with prior year. Reflecting the Group's continued strong cash generation we announced a share buyback programme of €1.5 billion to be conducted during 2024. Diluted earnings per share were €2.56, a (14.2)% reduction versus prior year which included the gain on the disposal of our Tea business. Underlying earnings per share increased 1.4% to €2.60, including (9.6)% of adverse currency. Constant EPS increased by 11.0%, reflecting strong operational performance, lower net finance costs and a reduction in the number of shares as a result of the share buyback programme, partially offset by a higher underlying effective tax rate of 25.6%. Portfolio reshaping We continued to reshape the portfolio, allocating capital to premium segments through selective bolt-on acquisitions and divesting lower-growth businesses while balancing investment in the business and shareholder returns. We acquired Yasso Holdings, Inc., a premium frozen Greek yogurt brand in the US, which completed on 1 August, and K18, a premium biotech hair care brand, which completed on 1 February 2024. We also announced three disposals during the year: Suave in North America, which completed on 1 May; Dollar Shave Club, which completed on 1 November; and Elida Beauty, which is expected to complete by mid-2024. Looking forward We are confident that the Growth Action Plan, which we set out in October 2023, will strengthen our performance within our multi- year financial framework. We will focus on further rebuilding gross margin to reinvest behind our 30 Power Brands, stepping up volume growth and delivering improved competitiveness. Our financial ambition is to deliver Total Shareholder Return (TSR) in the top third of our peer group. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 13 Modest margin expansion 100% cash conversion '+60bps 111% See pages 56 to 64 See pages 56 to 64 Mid-teens ROIC EPS growth and an attractive dividend Delivering TSR in top third of our peer group 16.2% UEPS growth 1.4% Dividend payout* 66% Bottom third See pages 56 to 64 See pages 56 to 64 See pages 116 to 153 Our Multi-Year Financial Framework Our financial framework is to deliver long-term value creation through our Growth Action Plan which will drive earnings growth, a strong cash flow and a growing dividend. Our 2023 results against the framework are below: *Calculated as dividend per share / underlying earnings per share
Review of the Year Beauty & Wellbeing 14 Unilever Annual Report on Form 20-F 2023 We want to shape a new era of inclusive beauty and wellbeing. Our commitment to ‘Purpose, Science, Desire’ sits at the heart of our brands and guides us in delivering high-performing and appealing products for consumers.
Unilever Annual Report on Form 20-F 2023 15 Performance highlights Turnover in 2023 €12.5bn 2022: €12.3bn 2021: €10.1bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
We continued to embed our 'Purpose, Science, Desire' framework into our brand propositions this year, alongside a focus on volume growth and premiumisation. Priya Nair President, Beauty & Wellbeing* Highlights Hair Care grew mid-single digit through a combination of price and volume led growth. Prestige Beauty and Health & Wellbeing grew double-digit and now represent 25% of turnover. Vaseline, one of our Power Brands, reached €1 billion of turnover in 2023. * Fernando Fernandez, now CFO, was President of Beauty & Wellbeing until 31st December 2023. About Beauty & Wellbeing We are a global player in the fast-growing beauty and health & wellbeing markets. In Hair Care we compete for global leadership, and our Skin Care portfolio is particularly strong in Asia. Our Prestige Beauty and Health & Wellbeing businesses have a strong presence in high-growth areas including Prestige Skin Care and Hair Care, Colour Cosmetics, and Vitamins, Minerals and Supplements. Our performance in 2023 In 2023 we delivered a strong full year performance. Turnover increased by 1.8%, while underlying sales growth was 8.3% balanced between good volume growth at 4.4% and price at 3.8%, with an unfavourable currency impact of (6.2)% driven by the weakening of currencies in key markets such as India and US. The strong full year performance reflects continued double- digit growth in Prestige Beauty and Health & Wellbeing as well as innovations in our Skin Care and Hair Care brands. Europe delivered strong growth driven by price with slightly negative volume. Operating profit was €2.2 billion, which was flat compared to the prior year. Non-underlying items were €122 million from acquisition and disposal related costs, and restructuring spend, offset by a gain from the disposal of our Suave business in North America. Underlying operating profit was flat compared to the prior year at €2.3 billion. Our strategic priorities The enduring consumer trends which make beauty and wellbeing an attractive industry remained in 2023, notably demand for more premium science-backed products, and a desire for inclusive beauty. Our strategy is firmly rooted in these trends and focuses on three key priorities: premiumising our core Hair Care and Skin Care brands; accelerating our high-growth Prestige Beauty and Health & Wellbeing portfolios; and ongoing focus on gross margin through productivity, complexity reduction and strengthening operational execution. Improving our competitiveness in terms of value is a key priority for the year ahead. Premiumising our Power Brands Our Hair Care and Skin Care Power Brands – Sunsilk, TRESemmé, Dove, Clear, POND's and Vaseline – continue to use science and technology to elevate their superiority credentials, alongside market making to scale innovations. This year we prioritised investment in these brands across our key markets. Sunsilk’s strong multi-market execution shows the effectiveness of this approach, with strong growth this year. Breakthrough science Multi-year innovations which support premiumisation provide a key growth platform for our brands – and will help to restore competitiveness in Hair Care, especially in the US and India. This year we rolled out a number of new breakthrough innovations to support the ongoing premiumisation of our Hair Care and Skin Care portfolios. Clear continued its transformation to a premium holistic scalp care offering with a new anti-dandruff formula – Clear Men Scalp Pro Anti-Hair Fall – which was first launched in China last year leading to market share gains. Along with Clear Scalpceuticals Hair Fall Resist, the brand has now expanded the range to three other key markets – Thailand, Turkey and Brazil. POND’s also successfully launched an innovation in Indonesia, with further launches in 2024 planned. The POND'S Bright Miracle range includes patented technology for micro-repair. Review of the Year 16 Unilever Annual Report on Form 20-F 2023 Purpose, Science, Desire " "
Market-making at scale Alongside landing new innovations, we are stepping up our focus on market development. The success of Vaseline in recent years exemplifies our approach, following the launch of patented and clinically-proven Gluta Glow skin care technology in South East Asia two years ago. We have now expanded the range to India and a number of Middle Eastern markets, alongside launching another variant, Vaseline Pro- Age Restore, in Thailand and other South East Asian markets. In the US, Vaseline extended its offering to address the needs of melanin-rich skin, building on the award-winning ‘See My Skin’ initiative. Radiant X uses specially formulated premium skin care ingredients to fortify the skin and restore its natural radiance. Accelerating high-growth portfolios We have built our fast-growing Prestige Beauty and Health & Wellbeing portfolios over a number of years, through carefully selected bolt-on acquisitions. Our focus is on accelerating growth in the US, alongside selective international expansion. Prestige Beauty Our Prestige Beauty business continues to deliver consistent double-digit growth and is growing ahead of the premium beauty market globally. We have a strong presence in high- growth areas such as Prestige Skin Care, Colour Cosmetics and Hair Care, as well as digital commerce channels which accounted for over half of sales this year. Our Prestige Beauty portfolio includes science-backed skin care Power Brands such as Paula’s Choice and Dermalogica, which continue to expand their ranges across specialist beauty and digital channels. Paula’s Choice has one of the top selling products in the Amazon US beauty category, with strong growth momentum this year. Dermalogica strengthened its presence in the professional skin care therapist channel, supported by top tier media investment and the launch of new innovations in key markets – such as the LuminFusion treatment which restores skin luminosity and diminishes signs of skin ageing. Health & Wellbeing Our Health & Wellbeing business continued its strong growth momentum in 2023. Liquid I.V. is the biggest health and wellbeing Power Brand in our portfolio. It is the number one functional hydration powder brand in the US, with an expanding range of products such as new sugar-free and kids’ variants with essential vitamins, which launched this year. The brand also extended its presence outside of the US for the first time, following a successful launch in Canada – with further international roll-outs planned. Acquired in 2022, Nutrafol is the number one dermatologist recommended hair growth supplement brand in the US. As a Power Brand, it has strong value creation fundamentals and high-growth potential. To capitalise on this, we have initiated international expansion, starting with China. Nutrafol’s brand proposition is supported by ‘Shed the Silence’, a social mission focused on destigmatising female hair thinning. Optimising our portfolio We have begun to unlock margin improvement opportunities for our acquired brands by providing access to our technology expertise, international expansion know-how and operational synergies. Our portfolio strategy is designed to increase exposure to higher growth areas and we continue to optimise our portfolio. In February, we made a major divestment through the sale of Suave (which included a Hair Care and Skin Care portfolio). And at the end of 2023, we signed an agreement to acquire the premium biotech hair care brand K18. Focused on gross margin This year we delivered a step up in gross margin, supported by our end-to-end productivity and savings programmes, and the new category-focused organisation. We are focused on ensuring that all our brands, and especially our Power Brands, have strong bottom line value creation fundamentals. Productivity and savings In our supply chain, we have achieved savings through competitive buying of key ingredients such as silicones, as well as vertical integration of supply for surfactants and palm oil. We have also begun work to optimise our North America factory network, alongside investment in our logistics operations to improve customer service and productivity. As part of our simplification agenda, we reduced active SKUs in our portfolio by 27% in 2023. Strengthening operational execution Improving the consistency of our execution and the capabilities that underpin this, remains an important area of focus. In line with our strategy to deliver unmissable superiority, we are investing in competitively differentiated product experience capabilities that are critical to winning in the market – such as packaging and product sensorials – with the support of strategic partners. This year, we formed a dedicated team of digital commerce experts to drive growth across our Hair Care and Skin Care Power Brands globally. We are also using our expertise in social and live commerce in China to create new growth opportunities in other key markets, such as Indonesia and the US. And in the modern retail channel, we are working closely with strategic retail partners to create multi-year value creation roadmaps which leverage our portfolio, data, supply chain and digital capabilities. Accelerating action on sustainability Our sustainability agenda is focused on climate, nature and plastic. This year, we initiated a number of long-term partnerships to develop lower GHG alternative ingredients alongside a series of strategic investments through the Climate & Nature Fund to support our brands – see page 40. We continue to explore alternative packaging materials and formats to reduce our use of virgin plastic, leveraging our enhanced packaging and design capabilities. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 17 POND's successfully launched the Bright Miracle range this year, a multi-market innovation with patented technology.
Review of the Year Personal Care 18 Unilever Annual Report on Form 20-F 2023 We have been at the forefront of personal care product innovation for over 100 years. Supported by our science and technology capabilities, our portfolio of Power Brands offers personal hygiene, wellbeing and body confidence to consumers across the world.
Unilever Annual Report on Form 20-F 2023 19 Performance highlights Turnover in 2023 €13.8bn 2022: €13.6bn 2021: €11.7bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
We delivered positive growth momentum, resetting our business fundamentals by focusing on our key categories and Power Brands. We will continue to unlock investment in science and technology to deliver unmissable superiority. Fabian Garcia President, Personal Care Highlights Skin Cleansing delivered mid-single-digit growth with a return to volume growth. Deodorants grew double-digit led by strong volume growth. Oral Care grew mid-single digit led by price. Balanced double-digit growth of the Dove Personal Care portfolio. About Personal Care As one of the world’s leading Personal Care businesses, we have a strong portfolio across emerging and developed markets. We are the number one Skin Cleansing and Deodorants business, and in Oral Care, we are number four globally, with strong positions in our key markets. Our performance in 2023 In 2023, we delivered positive growth momentum. Turnover increased by 1.4% and we delivered underlying sales growth of 8.9%, good volume growth of 3.2% and 5.5% from price, including an unfavourable currency impact of 6.1% driven by weakening currencies in key markets such as the US and India. Latin America, Middle East & Turkey, South East Asia and Europe delivered accelerated growth. The turnaround in Europe was particularly notable, following increased focus and investment in key categories. Operating profit increased by 30.6% compared to the prior year, to €3.0 billion. A net gain in non-underlying items of €165 million included a gain on disposal of Suave business in North America offset by restructuring costs. Underlying operating profit increased by 4.2% to €2.8 billion, driven by a recovery in gross margin from price growth and a slowdown in inflation – partially offset by an increase in brand and marketing investment. Our strategic priorities Our strategic priorities are to: premiumise our portfolio through superior science and technology which meets the needs of our consumers; leverage partnerships for category growth; and step up our impact through gross margin, portfolio optimisation and our sustainability priorities. Restoring competitiveness in the US and India is also a key priority. Winning with science-led brands We continue to develop our portfolio using breakthrough innovations, supported by science-backed claims and superior fragrance. Our focus is on premium products that offer enhanced functional benefits such as health and hygiene, superior skin cleansing, as well as more tailored benefits including sweat protection. Premiumising through superior science and technology Skin Cleansing is our largest category. This year, we continued to assert our market-leading position through superior technology and value-adding consumer benefits. We launched Dove Body Wash in the US, with 24-hour Renewing MicroMoisture – powered by proprietary technology with moisturising microdroplets which helps to retain moisture and nourish the skin for 24 hours. Lifebuoy, the world’s number one hygiene soap brand consolidated its category leadership with the launch of a new Vitamin+ range of hand wash and body wash in South East Asia which boosts the skin’s natural immunity. Our Deodorants portfolio continued to cement its market- leading positions through science-backed technologies and an expanded range of products with tailored benefits. Powered by patented micro-technology, Rexona’s multi-year 72-hour sweat protection innovation is now available in multiple markets across the world. Dove Men+Care’s new range of deodorants now uses a version of this technology, and is available across a number of North American, European and Latin American markets. Review of the Year 20 Unilever Annual Report on Form 20-F 2023 Reinventing the Power of Care " "
Dove’s Advanced Care antiperspirant range for women also launched in the UK and Europe with a patented formula and triple moisturising technology, while Axe launched a Fine Fragrance Collection to compete with super premium branded variants in North America and a number of European markets. Our Oral Care brands, which include Pepsodent and Closeup, continued to focus on strengthening their core anti-cavity and freshness propositions. Pepsodent relaunched its toothpaste range in a number of key South East Asian markets, supported by science-backed dental claims and free teledentistry. The brand is also expanding its premium range to offer more advanced benefits such as therapeutics and whitening. Partnerships for category growth We are working with our customers and strategic partners to create category growth opportunities for our brands. Growing with key customers Modern retail is our largest channel. We are now consistently recognised as top third tier by the majority of customers in most of the key markets surveyed by an independent customer service benchmark – a significant improvement versus the prior year. This was achieved through more focus on creating category growth opportunities, using our enhanced customer and strategy planning capabilities, as well as building supply chain capacity to support engagement with key hypermarket and supermarket customers. Strategic brand partnerships To drive category growth with our customers, we have put in place a number of strategic partnerships to support deeper collaboration on brand innovations and in-store activations. For example, we have rolled out a new deodorant category initiative – from premium to value. And in Indonesia, Pepsodent is working with a number of local stores and larger supermarkets through in-store Oral Care Centres to build brand awareness. This year, we significantly stepped up our brand and marketing investment through several high-profile football sponsorships. Our first sponsorship deal was with the Fédération Internationale de Football Association (FIFA) for the FIFA Women’s World Cup 2023TM. Rexona, Dove, Lux and Lifebuoy worked with over 30,000 retail stores globally to create a multi-brand, multi- channel marketing campaign – engaging a global audience to inspire the next generation of female footballers. The campaign delivered strong results, raising brand awareness and driving incremental growth. Further activations are planned in 2024. In late 2023, Rexona, Dove Men+Care, Axe and Radox were also announced as Official Sponsors of UEFA EURO 2024TM, along with several Nutrition brands. Accelerating digital commerce Digital commerce remains a priority focus in the US, China, India and our largest emerging markets. In China, where around a third of our Personal Care sales come from digital commerce platforms, we launched our new Dove scrub range with a ‘social-first’ approach, using social platforms and influencer collaborations. Stepping up our impact We continue to drive savings programmes to support gross margin, as well as optimising our portfolio through disposals. End-to-end productivity Our gross margin recovered this year, following a period of high inflation. Ongoing Net Revenue Management and a focus on our end-to-end productivity programme continue to support margin progression. We have delivered savings across a number of areas, including competitive buying and operational efficiencies in our factories and logistics warehouses. To support the transformation of our end-to-end customer experience, we have implemented new tools and automated systems such as a promotion planning tool. Optimising our portfolio This year, we made significant progress in the ongoing optimisation of our portfolio. In February, we made a major divestment following the sale of Suave (which included a Skin Cleansing and Deodorant portfolio) and in October we announced the sale of Dollar Shave Club to Nexus Capital Management LP. We also received a binding offer from Yellow Wood Partners LLC to acquire Elida Beauty, with completion expected by mid-2024. We have further simplified our portfolio by delisting a number of brands, as well as reducing active SKUs by around 29% in 2023. Innovation-focused sustainability Sustainability is an important part of our strategy and includes a focus on palm oil, plastic and climate. Building on Unilever’s goal to deliver a deforestation-free supply chain for five key commodities, including palm oil (see page 40), we are exploring new technology which has the potential to reduce the amount of palm-derived ingredients in our soap bars as well as lowering GHG emissions – without compromising superiority for consumers. Plastic remains an important priority and we continue to focus on reducing the amount of virgin plastic in our portfolio focused on packaging innovations. See page 41 and 40 for more on climate and plastic. Some of our biggest brands are leveraging their long-term commitment to social issues to drive impact, as a core part of their brand propositions. Dove, Lifebuoy and Pepsodent continued to engage consumers on self-esteem, handwashing and oral hygiene issues this year, through powerful TV advertising, digital activations and on-ground education programmes. Dove's Emmy Awards-nominated ‘Cost of Beauty’ campaign highlighted the mental health impacts of toxic beauty among young people. See page 66 for the combined reach of our brand purpose programmes. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 21 Rexona, Dove, Lux and Lifebuoy worked with customers to create category growth opportunities, as part of our sponsorship of the FIFA Women’s World Cup 2023TM.
Review of the Year Home Care 22 Unilever Annual Report on Form 20-F 2023 We are on a mission to deliver a Clean Future through superior, sustainable and great value household cleaning and laundry products. Our global brands provide the foundation to deliver this ambition.
Unilever Annual Report on Form 20-F 2023 23 Performance highlights Turnover in 2023 €12.2bn 2022: €12.4bn 2021: €10.6bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
Our Clean Future strategy helped deliver another year of consistent and competitive growth in 2023, despite high commodity inflation and localised competitive pressure. Eduardo Campanella President, Home Care Highlights Fabric Cleaning saw mid-single-digit growth. Fabric Enhancers delivered mid-single digit growth. Home & Hygiene grew mid-single digit. Good 2023 performance, balanced across growth and profit. About Home Care We are the second-largest global home care business with a leading position in emerging markets and a proven model for competitive growth. Our focus is on three key categories – Fabric Cleaning, Fabric Enhancers and Home & Hygiene. Our performance in 2023 In 2023, we delivered good performance across growth and profile. Turnover decreased by 1.8%. Underlying sales growth was 5.9%, driven by 6.8% from price and offset by volume (0.9)%, with an unfavourable currency impact of (7.2)% driven by weakening of currencies in key markets such as Argentina, India, and Turkey. Emerging markets growth was led by a strong delivery in South Asia and Latin America. India grew volumes despite high pricing. Growth in developed markets was muted as consumers tightened their spending and competitive pressures stepped up, especially in Europe which was flat with double-digit price growth offset by volume declines. Operating profit for the year was €1.4 billion, an improvement of 33% compared to the prior year. Non-underlying items were €77 million, mostly driven by restructuring spends on significant network optimisation with strong delivery of our savings programme. Underlying operating profit was €1.5 billion, an improvement of 11% compared to the prior year, driven by gross margin expansion with a step-up in brand and marketing investment, and continued R&D investment to drive our Clean Future strategy. Our strategic priorities Our track record of consistent performance provides strong foundations as we respond to increasing competitive pressures and high inflation which are particularly acute in Europe. These challenges, coupled with changing consumer expectations of home care products, demand an even more compelling offering. As well as stain removal and hygiene, consumers are looking for superior, sustainable products, at a price they can afford. Far from seeing cleaning as a chore, a growing number of people actively enjoy it – evidenced by the rise of ‘cleanfluencers’. Clean Future is our strategy to tap into the large segment of consumers who want superior products that are sustainable and great value. This is an integrated strategy to drive growth through our biggest brands, in our key markets and across traditional and modern retail, and digital commerce channels. Unmissable superiority We know that consumers want more than just functional cleaning and hygiene benefits, so our focus is on the whole product offering – from the ingredients and packaging, through to how people use and experience the products in their home. OMO encapsulates our approach to unmissable superiority. This year, we continued to expand our range of laundry liquids with superior benefits, launching the premium OMO Ultimate Liquid with naturally derived stain removers and enzymes that enhance efficacy, in three European markets. In Brazil, we successfully launched two new OMO variants – OMO Ultra Power with its high level of active ingredients, and OMO Expert Branco Absoluto (Absolute White) which includes shade whitening technology with sensorial fragrance and standout packaging for on-shelf appeal. Review of the Year 24 Unilever Annual Report on Form 20-F 2023 Clean Home, Clean Planet, Clean Future " "
Standout innovation With innovation sitting at the heart of unmissable superiority, this year we stepped up our R&D investment to drive category growth. Domestos Power Foam – a category-defining innovation designed to spray upside down for improved cleaning and convenience – was successfully launched in the UK. Supported by strong customer collaboration to ensure high penetration across the country’s top retailers, it provides a blueprint for future roll-outs. We are also using our science and technology capabilities to bring new consumer benefits to our products. For example, Comfort Beauty Perfume – which uses a fragrance innovation from our Beauty & Wellbeing Skin Care category – has performed well since its launch in Thailand. We expect to see more cross- category fertilisation of innovation in the coming years. Partnering for impact An important driver of unmissable superiority is targeted brand and marketing across a wide range of consumer touchpoints. In 2023, Dirt Is Good, which includes OMO and Persil, signed a two-year commercial partnership with Arsenal men’s and women’s football teams. We also launched an exclusive multi-market partnership for our brands to reach new and next generation consumers in the #CleanTok cleaning community. This is one of TikTok's largest dedicated communities for its users and a source of home cleaning hacks and entertainment for millions of people who see cleaning as an enjoyable experience. Great value We are significantly affected by commodity inflation due to the nature of ingredients we use in our products. Creating top and bottom-line value is therefore an important area of focus. Firstly, by offering a range of products to consumers, from affordable to more premium formats, and secondly, through cost management and productivity improvements. Value to consumers Creating a ‘good-better-best’ portfolio is a core element of our strategy to build a resilient business – from entry-level functional products like laundry soap bars, to laundry liquids and capsules. In India for example, our detergent range includes Wheel which is our mass market value brand, Rin which offers consumers a mid-tier option, and Surf Excel which offers advanced expert cleaning for the premium tier. We are expanding our laundry range through new innovative formats. Laundry sheets are convenient, sensorial and made with plant-based and highly biodegradable ingredients. This year, we rolled out laundry sheets through our Robijn brand in the Netherlands, followed by Persil in the UK with an Amazon ‘Climate Pledge Friendly’ exclusive. Focusing on productivity In the face of ongoing macroeconomic and competitive pressures, it is imperative that we continue to focus on cost savings across our value chain. In the last two years we have removed around €1.5 billion in costs, reinvesting the savings to support our brands and innovation programme. The Business Group structure has improved visibility of our overheads and created opportunities to become leaner and more agile. This year, we simplified our portfolio by removing around 19% of active SKUs, primarily in Latin America and Europe. Our integrated end-to-end business now also includes procurement, which puts us in a stronger position to buy more competitively. Our Home Care factories are embracing automation and artificial intelligence to improve productivity. In Brazil, our laundry detergent factory achieved the coveted World Economic Forum Lighthouse status for incorporating Fourth Industrial Revolution practices into its operations. Through digital twinning and machine learning, the factory has improved cost efficiency and agility, while cutting its environmental footprint. Beyond the factory gate, we are also making investments in our supply chain to bring further productivity improvements in the coming years. This includes improving our dispatch capabilities to reduce the distance our products travel to customers. Growing with retail customers Creating value for customers goes beyond efficiencies – it is about partnering to drive mutual growth. According to Advantage Group, a leading benchmark of retailer and customer perceptions for the consumer goods industry, Unilever Home Care was top tier versus industry competitors for driving category growth in 16 out of 21 markets in scope. The digitalisation of our customer operations is crucial to optimise the availability of our products in-store and online. In India, we continue to use the B2B Shikhar digital commerce platform to support our market development efforts with traditional ‘mom and pop’ stores. More sustainable We are determined to lead an industry-wide transition in the use of more renewable ingredients for our products. This year, we stepped up engagement with our suppliers, including through our first Clean Future Summits in India and China – see page 44 for more information. Our multi-year partnership with Arzeda also made good progress with the development of new low carbon, naturally derived enzymes with increased stability, performance and sustainability benefits. Reducing virgin plastic use remains an important area of focus and we continue to develop innovative packaging formats, including recycled plastic and plastic alternatives. We have now rolled out cardboard packaging for Persil and Skip laundry capsules in France and the UK. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 25 Domestos Power Foam launched this year – a category- defining innovation designed to spray upside down for improved cleaning and convenience.
Review of the Year Nutrition 26 Unilever Annual Report on Form 20-F 2023 We are experts in food and nutrition. Our ambition is to deliver superior tasting products that are healthier for people and planet, through our global and local brands, and Unilever Food Solutions.
Unilever Annual Report on Form 20-F 2023 27 Performance highlights Turnover in 2023 €13.2bn 2022: €13.9bn 2021: €13.1bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
We delivered a solid performance this year, driven primarily by Knorr and Hellmann’s, with a sharpened focus on superior products and unmissable marketing campaigns. Robbert de Vreede Chief Marketing and Business Development Officer, Nutrition* Highlights Scratch Cooking Aids delivered high single-digit growth. Dressings grew double-digit driven by price. Unilever Food Solutions grew double-digit with positive volume and price growth. Knorr and Hellmann's accounted for 60% of Nutrition turnover, with Knorr reaching €5 billion. * Heiko Schipper has been appointed Nutrition Business Group President with effect from 1 May 2024. About Nutrition We are one of the world’s largest foods businesses with a well- balanced global footprint across categories. Our biggest brands are Knorr and Hellmann’s which focus on the Scratch Cooking and Dressings categories respectively. Together, they accounted for 60% of Nutrition’s turnover this year. Our regional and local brands are focused on four other categories: Functional Nutrition, Healthier Snacking, Plant- based Meat, and Beverages. A number of our brands are sold through Unilever Food Solutions (UFS) which serves professional customers in away-from-home channels. Our performance in 2023 While turnover decreased by 5.0%, underlying sales growth was 7.7% driven by strong price of 10.1% and offset by volume decline of (2.2)%, with a negative impact of (6.9)% from disposals following the sale of the Tea business. Weakening of currencies in key markets such as Argentina, India, and the US resulted in an unfavourable currency impact of (5.2)%. Growth continued to be price-led as we responded to higher food ingredient input costs especially in Europe where volumes were impacted by downtrading from our pricing actions, while South East Asia and South Asia were impacted by local markets factors in India and Indonesia respectively. However, other markets grew strongly including North America and Latin America. Operating profit was €2.4 billion, a decrease of (46.3)% compared to the prior year which included a €2.3 billion gain on the sale of our Tea business. Non-underlying items were €47 million, primarily driven by restructuring costs. Underlying operating profit was €2.5 billion, an increase of 0.4% compared to the prior year, driven by gross margin improvement which funded an increase in brand and marketing investment. Our strategic priorities As part of our multi-year portfolio transformation, over the last five years we have disposed of a number of under-performing businesses. We now have a more advantageous footprint, including a strong presence across faster-growing segments, channels and emerging markets. This is reflected in our ambition to be ‘a world-class force for good in food’ – a growth strategy that aims to deliver consistent, profitable and responsible growth while reasserting our competitiveness. Our growth model is centred on reaching more consumers in strategic channels through our biggest brands offering holistically superior products which aim to satisfy consumer preference on taste, health, trusted ingredients and sustainability. In 2023, we evaluated approximately half of our turnover on these four measures versus competition with more than 80% delivering holistic superiority.(a) Growing profitability ahead of the top line is another important part of our strategy, delivered through end-to-end productivity, supply chain efficiency and strategic pricing. (a) We will be evolving our approach to measuring superiority to align with the Unilever-wide focus on 'unmissable superiority' – see page 5. Leveraging our Power Brands Knorr is a global powerhouse in Scratch Cooking Aids. It achieved €5 billion in turnover this year, largely due to the double-digit growth of bouillon and stock cubes, as well as introducing products tailored to local and regional taste profiles. In India for example, we launched Knorr K-Pots, offering a range of on-trend Korean-inspired mini meals to meet the growing appetite for convenient snacking options. We continue to develop targeted campaigns that inspire healthier diets, Review of the Year 28 Unilever Annual Report on Form 20-F 2023 A world-class force for good in food " "
such as ‘Knorr Taste Combos’ in the US, which was supported by a Grammy award-winning US rapper. Hellmann’s is our iconic Dressings brand and the world’s number one mayonnaise in terms of global market share, with leading positions in the US, the UK, Brazil and a number of other key markets. With disproportionate pricing required to offset input cost headwinds, Hellmann’s market shares came under pressure in 2023, particularly in the US. To address this, we stepped up our investment with a focus on high consumption festivities and seasons as well as popular culture events. This year, for example, was our third consecutive US Super Bowl ‘Make Taste, Not Waste’ campaign, with around 9.8 billion earned media impressions. We have been rolling out this model to other markets such as in Brazil where Hellmann’s signed a new partnership with the NBA – helping to deliver share gains as well as contributing to strong in-market turnover growth. Boldly healthier diets At the core of our holistic superiority framework is an ambition to be boldly healthier for people and the planet. We continue to increase the nutritional value of our products to align with Unilever Science-based Nutrition Criteria (USNC). This year, we reduced the salt content of Knorr Veggie Bouillon in France by around a quarter, improving its Nutri-Score profile from C to B. We also launched USNC-compliant Knorr Rice Cups in North America. In addition, we are working to double the number of products sold that deliver positive nutrition – foods and beverages that contain meaningful amounts of ingredients such as vegetables and fruits, or micronutrients. At the end of 2023, 81% of our Nutrition and Ice Cream servings sold met USNC and 52% of servings sold delivered positive nutrition. See page 66 for our progress. We have also further strengthened our leading market share position in Functional Nutrition in India and returned to growth – with both our Horlicks and Boost brands contributing. Growing plant-based While the meat replacement market growth has slowed down in the last year, driven partly by inflationary pressures, consumer interest in wider plant-based lifestyle and diets coupled with the strength of our plant-based portfolio make this an important area of focus that continues to deliver disproportionate growth for us. We continued to expand our range of vegan and plant-based alternatives, such as Hellmann’s Vegan Mayo which has doubled its turnover over the last three years and is now available in close to 40 markets. Together with our Ice Cream Business Group, we achieved €1.2 billion in sales from products in scope for our plant-based goal, growing double-digit before applying currency corrections – see page 66 for more. The Vegetarian Butcher grew strongly, supported by partnerships with fast food outlets such as Burger King and Domino’s, a strong offer to professional kitchens through Unilever Food Solutions, and novel innovations – such as NoBacon 2.0 with a new plant protein technology and a plant-based meat skewer for restaurants and kebab chains in Europe. Accelerating in strategic channels We continue to focus on growing our key categories through retailer partnerships – including strong category-specific execution through our Customer Strategy & Planning capability. For example, this year Knorr and Hellmann’s worked with Kroger in the US to inspire shoppers to create new recipes with leftover ingredients. And in Europe, we continued to partner with Albert Heijn on growing our share within the plant-based category. Unilever Food Solutions accounts for around 20% of Nutrition sales and grew double-digit this year with positive volume – driven by our strong presence in Europe, North America and North Asia, despite the slow post-pandemic economic recovery in China. End-to-end UFS digitisation continued to deliver greater productivity. In 2023, we further increased the number of professional operators we reach and serve, while continuing to optimise sales force overheads through digital selling scale and efficiencies. In addition to foodservice, we further scaled our sales in digital commerce channels, which grew a solid double-digit in 2023, and now represents more than 10% of Nutrition turnover. This was driven by ‘top dish’ penetration, an important part of our marketing approach which targets consumers with content on how our products can be used in popular local recipes. Growing profitability and resilience Inflationary pressures impacted agricultural commodity costs in 2023. The new category-focused organisation with full end- to-end accountability and ownership has helped us counteract these pressures at scale – through our comprehensive savings programme and targeted pricing guided by Net Revenue Management – especially in Europe where inflation was particularly high. The savings generated have helped to increase our investment in growth areas – such as our snack pot and noodle factory in Poland to capitalise on the burgeoning premium noodle market in Europe. Additionally, we continued to simplify our portfolio. In 2023, we delivered a further 14% reduction in active SKUs. We also reduced food waste in our factories and warehouses – see page 66. Adopting regenerative agriculture practices helps to build a more resilient supply chain and also reduces GHG emissions. We have initiated a number of projects for our key crops – see page 66. Our efforts on nature and agriculture have been recognised externally. We achieved number one ranking in the World Benchmarking Alliance’s Food and Agriculture Benchmark for the second consecutive time, and number two ranking in its first Nature Benchmark. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 29 Hellmann's US Super Bowl activation entered its third year, generating 9.8 billion earned media impressions in 2023.
Review of the Year Ice Cream 30 Unilever Annual Report on Form 20-F 2023 We have strong fundamentals, with innovations that have led the industry for many years. Our portfolio is designed for in-home and out-of-home consumption and includes premium indulgence and iconic mainstream brands.
Unilever Annual Report on Form 20-F 2023 31 Performance highlights Turnover in 2023 €7.9bn 2022: €7.9bn 2021: €6.9bn Turnover growth Underlying sales growth Operating margin Underlying operating margin Pages 11 to 32 use GAAP and non-GAAP measures to explain the performance of our business. See page 59 to 64 for further information.
2023 was a challenging year for Ice Cream. We are focused on expanding operating profit and recovering our global market share, alongside building our brands and accelerating market development. Peter ter Kulve President, Ice Cream Highlights Volumes impacted by high price elasticities and less favourable summer weather mainly in Europe. Out-of-home Ice Cream grew high single-digit driven by pricing moderately offset by volume decline. Marginal decline in In-home Ice Cream, with volumes down high single-digit broadly offset by pricing. Continued investment behind the four Ice Cream Power Brands, which generate almost 85% of Ice Cream turnover. About Ice Cream We are a global market leader in the Ice Cream category across developed and emerging markets, accounting for approximately one-fifth of the market. Our portfolio includes premium Power Brands, such as Magnum and Ben & Jerry’s, which have a turnover in excess of €1 billion. The acquisition of Yasso – a premium frozen Greek yogurt brand in the US – adds to our portfolio strength. Our iconic mainstream brand portfolio includes Wall’s and Breyers. Our performance Turnover increased by 0.5%. Underlying sales growth was 2.3%, with a (6.0)% from volume and 8.8% from price, with an unfavourable currency impact of (2.7)% driven by the weakening of currencies in key markets such as Turkey, the US, and Russia. 2023 was a challenging year with a second year of double- digit material inflation impacting our input costs. The pricing actions we took to protect our margins led to volume decline, while consumer downtrading accelerated competitive pressure from private labels, impacting our overall grocery market share especially in Europe. In the latter part of the year, we started to regain market share in the US. Emerging markets delivered mid-single-digit growth, driven by a strong performance in Turkey. Operating profit was €760 million, a decrease of (2.1)% compared to the prior year. Non-underlying items were €92 million which included primarily restructuring items. Underlying operating profit was €852 million, a decrease of (7.3)% compared to the prior year driven by lower gross margin due to continued input cost inflation, while brand and marketing investment increased. Our strategic priorities Our innovations have led the industry for many years, and we are convinced our strong fundamentals can sustain our leadership as category builders. Ice cream remains an attractive market with solid growth rates driven by new consumers, omni-channel distribution and a significant premiumisation opportunity – with new entrants accelerating market growth opportunities. Our immediate strategic priority is on global market share and the expansion of operating profit. We will do this by: building our brands; accelerating market development in emerging markets; and by stepping up our performance and productivity. Building our Power Brands We have a strong premium brand portfolio which is well positioned to meet consumers' desire for superior and indulgent ice cream products and experiences. With competitive pressures ongoing in our markets, we continue to prioritise growth opportunities for our biggest premium brands. Premium indulgence We have been at the forefront of ice cream innovation for many years and our aim is to continue to lead the category, especially on premium indulgence. Our focus is on creating bigger multi-year innovation platforms for our biggest brands such as Magnum. This year, we launched our biggest ever ice cream innovation: Magnum Double Sunlover and Magnum Double Starchaser – new flavour combinations for ‘day and night-time indulgence’. A number of Magnum's product ranges were impacted by consumers temporarily trading down in a high inflationary environment. Our focus for 2024 is to reinforce Magnum’s superiority credentials. We are also investing in technologies that allow us to keep our competitive edge – such as Ben & Jerry's newly launched Sundae range. Ben & Jerry's regained growth compared to 2022. Review of the Year 32 Unilever Annual Report on Form 20-F 2023 Building the Ice Cream category " "
Our premium Talenti brand consolidated its presence in the fast-growing US premium frozen snacking space, following the launch of four new Talenti Mini Gelato & Sorbetto Bars – expanding the range from pints into snacking novelties. Our acquisition of Yasso in mid-2023, now also gives us a foothold in the fast-growing market for healthier and indulgent snacks. Yasso’s indulgent low-carbohydrate brand proposition has shown its value creation potential and we see further growth opportunities. Differentiated innovation As market pressures persist, we are stepping up investment in technologies to help maintain our competitive edge. One area of focus is our expanding non-dairy range, fruit lollies and plant- based alternatives. This year we launched Ben & Jerry’s Caramel Café Sundae range, and Magnum Vegan Raspberry Swirl in Europe. Our plant-based portfolio continued to grow in 2023 – see page 66 for more. We continue to drive global innovation in our mini & bite-sized ice cream portfolio to generate new consumption occasions. This year we launched a new Cornetto & Magnum Minis range and expanded our Mochi portfolio with new flavours in several Asian markets. Growing our iconic mainstream brands Our portfolio includes iconic favourites such as Cornetto. We are the market leader in cones in several key markets and continued to expand this format in Asia this year – notably India and China. We are also repositioning some of our heritage brands, including Wall’s Viennetta, with the launch of Mini Viennetta on sticks and in cups in China. Growing consumption and market development We are the number one player in out-of-home consumption, and a first mover in the direct-to-consumer quick commerce – and we see further growth potential. Our Ice Cream Now platform (ICNOW) continues to play a key role in creating consumption occasions throughout the year, and grew double-digit this year. We are working in partnership with digital aggregators and grocery players to ensure our mainstream brands are available, supported by joint retailer promotions. Our Ice Cream business in China is also capitalising on the growing trend of social commerce to create new sales opportunities for our brands. Around a third of our total Ice Cream turnover is from emerging markets, which had mid-single-digit growth in 2023. Low per-capita consumption coupled with a large consumer base, offer significant future growth opportunities for our iconic mainstream brands. We are accelerating market development programmes in our eight biggest emerging markets. Despite currency devaluation and high inflation in Turkey, we are growing competitively and increasing volumes sold – by leveraging our portfolio and through strong sales execution. In China, against a challenging macroeconomic backdrop, we strengthened our competitive position by increasing availability of our brands, with a focus on digital commerce. And in Brazil, we delivered strong sales and margin progression following a multi-year transformation programme. Stepping up performance and productivity A difficult year calls for reflection. Functional integration and especially productivity are the core drivers of our future growth and profitability. Through competitor benchmarking, we have identified significant productivity gaps. Tackling this is especially important to manage the seasonal variation in consumption and profitability. We have already started to implement plans to address these gaps and will continue to prioritize productivity in the coming year. Optimising our operating model We have put in place a new leadership team to drive competitive intensity and to unlock profitable growth. They have deep operational performance track records, and over half have multi-year Ice Cream category expertise. One of our key priorities is to reduce overheads and we have started work on a plan to deliver best-in-class overhead levels. We are also leveraging the end-to-end organisation launched in 2022 to run our Ice Cream supply chain as a more integrated function. Alongside this work, we are redesigning our distribution networks and optimising our portfolio through active SKU simplification. Accelerating our digitalisation programmes As the global leader in out-of-home ice cream, we continue to accelerate our digitalisation programmes to help drive faster growth and higher levels of productivity. While we have made some progress, there is more work to do and further value creation opportunities to capitalise on. One area of focus is on the digital interface with our retailers. Digital demand creation and order taking show promise and have already helped to increase the availability of our products in-store – as well as optimising deliveries and reducing costs. This year, we also extended the roll-out of AI image capturing within our cabinets to monitor stock levels and trigger automatic replenishment, as well as an AI tool to optimise the allocation of cabinets. A commercial sustainability agenda Sustainability has been an integral part of our Ice Cream brand for a number of years, and underpins our strategic priorities. Our focus is on commercial opportunities which create value for our business and our customers. For example, we are targeting electricity use in freezer cabinets and have seen encouraging results from our 'warming up the cold chain' pilots. To support wider efforts on decarbonisation, we have also shared some formulation patents with the industry and continue to work with dairy producers to reduce GHG emissions – see page 44 for more. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 33 The acquisition of Yasso, a premium frozen Greek yogurt brand in the US, adds to our portfolio strength.
Review of the Year Our People & Culture 34 Unilever Annual Report and Accounts 2023 34 Unilever Annual Report on Form 20-F 2023 Our business is powered by over 128,000 people who work in factories, offices, distribution warehouses, R&D centres and across a variety of customer-facing roles. We have a clear plan to dial up the performance edge in our culture, to deliver consistent and competitive performance.
Unilever Annual Report on Form 20-F 2023 35 Performance highlights Employee engagement % engagement rate in annual UniVoice survey Total Recordable Frequency Rate Accidents per million hours worked Gender diversity in senior management % employees in senior leadership roles one work level below ULE Gender diversity in management % employees in management roles including senior management and ULE
We have a diverse talent base, highly engaged people and a vibrant culture. We are now dialling up the performance edge in our culture to accelerate growth. Nitin Paranjpe Chief People and Transformation Officer Highlights Began work to dial up our performance edge focused on goal setting, reward and leadership behaviours. Launched a global initiative equipping and empowering our people to shape their careers. Embedded gender and diversity representation requirements into our executive search contracts for senior leadership roles. Invested in targeted capability building in our biggest markets including customer strategy and planning, digital marketing and generative AI. Our transformation agenda Last year, we began an important transformation initiative to unlock the potential of our business. 2023 was our first full year operating under the new category-focused organisation structure and we have made good progress so far – but there is more work to do. To support the next critical stage of our transformation, we have set out a clear Growth Action Plan to dial up the performance edge of our culture. We already have a strong and identifiable culture. Building on this foundation, we believe that a greater focus on performance will help us to ultimately deliver more consistent and competitive growth. This year, we relaunched our people strategy to harness the many positives of the new category-focused organisation and to target the areas that require further work. Our strategy focuses on four priority areas: dialling up the performance edge in our culture, creating a faster and simpler organisation, building a diverse talent powerhouse, and developing capabilities to sharpen our competitive edge. Strong culture fundamentals Our annual UniVoice survey is a key measure of employee sentiment – and a helpful diagnostic of our culture today – to ensure we take the right actions for the future. The response rate increased this year, with 106,000 office-based and factory employees completing the survey. The results confirmed that employee engagement has increased to 84%(a) – versus 83% in 2022 – well above the industry benchmark. This demonstrates that Unilever has many enduring qualities, such as: belief in our products; trust in senior leadership; and support for our strategy. This year’s survey results also pointed to the many positive aspects of our culture: a strong commitment to safety, sustainability and integrity, and concern for inclusion and wellbeing. However, it also highlighted areas that have prevented us from executing consistently at scale, notably on aspects of our performance culture and operational effectiveness. Linking behaviours to performance This year, we began to take the first steps to dial up the performance edge in our culture. Our first priority has been to simplify our standards of leadership to make it clear what behaviours we expect of our people. We are now being more explicit about how these relate to business performance – emphasising performance enablers such as agility versus our competitors, getting closer to consumers and partnering with customers. Our focus next year will be to embed these behaviours into our talent acquisition and management processes as well as continuing our work to foster psychological safety – a key enabler of performance culture. We will also be refining some of our reward mechanisms to increase the line of sight between reward and performance. Faster and simpler organisation We have seen tangible evidence in the past year that the new category-focused organisation we have put in place is starting to deliver quicker, more empowered decision-making by our leadership. For example, we have been able to take decisive action to reduce the number of active SKUs across our portfolio and have started to unlock efficiency improvements from the integration of end-to-end value chains into our Business Groups. While the latest UniVoice survey showed signs of improvement on the speed of our decision-making, we know there is more work to do in some critical parts of our business. One area of focus next year will be on making our go-to-market customer development operations as effective as possible. Review of the Year 36 Unilever Annual Report on Form 20-F 2023 Dialling up our performance culture " "
Building a diverse talent powerhouse Our talent base is strong and diverse, and we are focused on continuing to develop this further. To support the development of our internal talent pipeline, we launched ‘Shape Your Own Adventure’ – a global initiative to empower employees to develop the skills, performance edge and leadership they need to progress in their careers. Our recent UniVoice survey showed that employee perceptions of career development opportunities have since improved. Securing a strong pipeline of future talent is an important area of focus. We are the FMCG employer of choice for graduates and early career talent in 10 out of our 20 biggest markets, as well as having the highest number of followers on LinkedIn for our industry. Access to hybrid working is a key requirement for a growing number of jobseekers and so we continue to refine our hybrid approach, to strike the right balance between in-person time and remote working arrangements. We are also developing our approach to flexibility for employees to increase our access to talent and support business agility. Our ‘U-Work’ flexible employment model – which combines the security of regular employment with the flexibility of contract work – is now active in 10 markets. Creating an inclusive and equitable workplace underpins our talent strategy – and supports our aim to become more consumer-centric. We continue to pilot our new Equity & Inclusion Advancement Framework and through this work have identified specific interventions to eliminate any unintended bias and discrimination in our people practices and policies across under-represented groups. This year, we maintained gender balance at management level and we are aiming to increase representation of women at more senior levels – which now stands at 36% – through targeted interventions such as embedding gender and diversity requirements into executive search for senior leadership roles. Capabilities to sharpen competitive edge Our focus this year has been on senior leadership capabilities, including a bespoke multi-year programme for our top 140 leaders. This aims to drive a higher appetite for risk-taking and a focus on speed and agility. We are also investing in targeted capability building in our biggest markets to step up expertise in customer strategy and planning, digital marketing and generative AI. We also continue to roll out programmes to reskill and upskill our frontline workforce on digital capabilities. Business integrity Unilever’s Code of Business Principles and Code Policies are the non-negotiable expectations we set to ensure we grow responsibly. Our employees are required to submit an annual pledge to confirm they have understood, and commit to, and adhere to, the Code. It is embedded through comprehensive business integrity training programmes, covering issues such as countering corruption and harassment. Our zero-tolerance approach to bribery is supported by targeted mandatory training, including for those in frontline customer and supplier roles. Across all areas of our Code, we received 1,390 Code reports this year – an increase of 21% versus last year. This reflects our efforts to encourage people to ‘speak up’ when they see Code breaches. We have also strengthened our procedures to check that employees have not experienced retaliation after reporting a breach of the Code. Following investigations by our Business Integrity teams, we closed 969 Code reports and confirmed 507 reports as breaches, resulting in 337 people leaving the business. Safety-first Health and Safety is a key part of our Code and ways of working. It is deeply embedded in our culture, governance and operating structures, with accountability at all levels. Our programmes and standards cover all employees and contractors who work on our sites. Strong safety leadership is key to our work. Since 2022, over 100 leaders have visited 30 countries as part of a safety leadership site visit programme – showing their commitment to safety and encouraging people to speak up when they witness unsafe behaviour. We have dedicated programmes to address key safety risks, including road safety which is a primary cause of injury among our employees. For example, we upgraded our global fleet procurement policy to ensure that all new Unilever vehicles purchased have the most advanced safety features, such as blind spot detection and anti-collision systems. By continuing to strengthen our safety-first mindset and targeting key safety risks, our employee Total Recordable Frequency Rate (TRFR) improved by 13% versus 2022, to 0.58 accidents per million hours worked. Accidents involving our people are addressed with the utmost care and attention. A contractor sadly passed away while working at one of our factories. We responded with a full investigation and applied the lessons learned to sites worldwide to prevent a similar reoccurrence. Alongside our work on safety, we continue to support employees who are experiencing occupational and mental health challenges. This year, we grew our 4,000-strong network of trained Mental Health Champion volunteers as well as offering a wide range of mental health support resources. (a) Engagement is a composite score of four other metrics focused on: pride in working for Unilever; job satisfaction; willingness to recommend Unilever for employment; and intention to remain employed by Unilever. This year, 106,000 employees took part in the survey. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 37 In November, employees from around the world joined a global Unilever Live webcast to learn more about the Growth Action Plan and the critical role they play in delivering this.
Review of the Year Planet & Society 38 Unilever Annual Report on Form 20-F 2023 We continue to embed sustainability into the core of our business. Our focus from 2024 will be on accelerating progress against our four key priorities: climate, nature, plastics and livelihoods.
Unilever Annual Report on Form 20-F 2023 39 Performance highlights For additional information on these metrics see page 65. (a) Deforestation-free refers to the meeting of Unilever's deforestation-free requirements. 97.5% GHG emissions reduction in our operations % change in GHG emissions from energy and refrigerant use since 2015 Virgin plastic reduction % change in total tonnes of virgin plastic used vs 2019 baseline Scope 3 GHG emissions Million tonnes CO2e in scope of our net zero ambition Deforestation-free supply chain % of palm oil, paper and board, tea, soy and cocoa order volumes which were deforestation-free by the end of 2023(a) Diverse supplier spend Total spend in €
Our approach to sustainability is evolving to accelerate progress on four key priorities: climate, nature, plastics and livelihoods. We will focus on short-term actions to deliver more impact. Rebecca Marmot Chief Sustainability Officer Highlights Achieved interim GHG emissions reduction target in our operations and continued to build supplier capability to enable future Scope 3 emissions reduction. Set up infrastructure, monitoring and verification systems to manage a deforestation-free supply chain by the end of 2023. Reduced use of virgin plastic, alongside investment in new Packaging R&D Centre. Supplier diversity programme is now active in 25 markets, broadening access to suppliers with the potential to benefit our business. Building on our sustainability commitment We have been driving an ambitious and wide-reaching sustainability agenda since 2010. During that time, we have taken decisive action to embed sustainability into the core of our business. This Annual Report provides a review of our progress this year against the goals we set in 2021. We are more certain than ever that it is the right time to focus our sustainability efforts on the four key priorities where we are best placed to drive impact: climate, nature, plastics and livelihoods. We will focus our resources on accelerating progress against these, and we intend to publish a smaller number of new or updated medium-term goals in 2024. Human rights will continue to underpin our sustainability agenda and we remain committed to issues such as Equity, Diversity & Inclusion – see page 42. Climate Our Climate Transition Action Plan (CTAP) outlines the actions we are taking to reduce GHG emissions in our business and across our value chain, to reach net zero by 2039. This Annual Report contains our third CTAP Progress Report – see pages 43 to 47. We published our updated CTAP in March 2024, in advance of an advisory shareholder vote at our Annual General Meeting in May 2024. Nature Our business depends on nature, including land, forests and water systems. We also recognise biodiversity loss as an emerging risk, so protecting these systems is important to ensure the resilience of our business and the communities where we operate. This year, we stepped up our efforts to deliver a deforestation-free supply chain and continued to make investments to protect and regenerate nature. Deforestation-free supply chain In 2020, we set a goal to achieve a deforestation-free supply chain in palm oil, paper and board, tea, soy and cocoa. By the end of 2023, we had put in place the infrastructure, monitoring and verification systems to manage a deforestation-free supply chain. For example, we have strengthened the traceability and transparency of our palm oil supply chain by using satellite imagery and geolocation data to measure deforestation. Additionally, 97.5% of our palm oil, paper and board, tea, soy and cocoa order volumes were deforestation- free by the end of 2023, based on Unilever's deforestation-free requirements. We initiated a large-scale transformation programme within our supply chain to reach this milestone, including independently verifying our suppliers through audits. Strategic investments have helped to drive change – including a €131 million ($142 million) total investment in our Unilever Oleochemicals facility to source deforestation-free palm oil and palm kernel oil directly in the coming years. We have also worked with suppliers to support the transformation in our soy supply chain, including investment in a ‘Green Refinery’ in Brazil which will increase the availability of deforestation-free soy for our business and the wider industry. Protecting and regenerating nature Our Climate & Nature Fund continues to support our work to protect and regenerate 1.5 million hectares of land, forests and oceans by 2030. By the end of 2023, the Fund had spent and committed €0.3 billion, which has helped to protect and regenerate 0.3 million hectares since 2021 – an increase of 0.1 million hectares since 2022. In partnership with the Rimba Review of the Year 40 Unilever Annual Report on Form 20-F 2023 More focus for bigger impact " "
Collective, Dove aims to enhance and protect rainforests in South East Asia as part of the ‘Dove Nature Regeneration Project’. Hellmann’s, in partnership with others, continues to work with soybean farmers in the US to encourage adoption of regenerative agriculture practices. Empowering smallholder farmers to embrace new agricultural practices is another important part of our nature agenda. Magnum is creating a more resilient supply chain by working with cocoa farmers in Côte d’Ivoire to adopt agroforestry practices – improving soil health, increasing yields and boosting farmers’ incomes. Our work to protect and regenerate nature is underpinned by sustainable sourcing. In 2023, 79% of our 12 key agricultural commodities were sourced sustainably versus 81% in 2022. As part of our work to improve supply chain traceability in support of our deforestation-free goal, we have invested in buying palm oil directly from smaller suppliers. This has impacted our certified palm oil volumes in the short-term. Protecting water Water is a critical resource used to grow agricultural crops, and in the manufacture and use of our products. This year, we continued to roll out our water stewardship programmes to more water-stressed areas. By the end of 2023 we had implemented 13 programmes. We are also building long-term partnerships with suppliers to replace ingredients that do not meet our biodegradability standards with biodegradable alternatives that continue to deliver superior performance. In 2023, we continued to roll-out products with more biodegradable formulations such as Dove Body Wash in the US and Canada, and Simple Facial Cleansers in India. Plastics Tackling plastic waste and pollution is a critical priority for our business. Although there is more work to do, we continue to make progress against our goals. To accelerate action, we are refining our programmes and have invested in our Packaging R&D Centre which brings together materials scientists, packaging experts and digital modellers to develop next- generation packaging materials and formats. Reducing virgin plastic We have reduced the amount of virgin plastic in our packaging by 18% since 2019, an improvement of 5% versus last year. Using recycled plastic in our packaging is one of the biggest levers to reduce our virgin plastic footprint – as well as lowering Scope 3 GHG emissions (see page 44). In 2023, we increased our use of recycled plastic in our packaging to 22%. Some of our biggest Power Brands – such as Hellmann’s, Dove and Sunlight – continue to drive the transition to recycled plastic across our portfolio. We are also finding new packaging solutions, such as ice cream wrappers which include 50% certified food-grade recycled plastic, with plans to roll this out further in 2024. Alternative packaging materials and formats also play an important role in reducing or removing plastic entirely. Our laundry brands have rolled out cardboard boxes for their 3-in-1 capsules across several European markets. And Pot Noodle is trialling paper-based pots in the UK, with an estimated 4,000-tonne saving of virgin plastic per year once fully launched. Making our packaging lighter also supports our virgin plastic reduction efforts, while also lowering transport emissions. This year, we launched new lightweight packaging formats for our Sure, Rexona and Dove roll-on deodorants, using around a third less plastic. And our new toothpaste tubes in Indonesia and France are now designed for recycling and use less plastic than other toothpaste tubes in the market. Designing for recycling and reuse We continue to design our packaging formats for recycling, such as using mono-material alternatives for our rigid packaging. In 2023, the ‘actual recyclability’ rate of our plastic packaging portfolio was 53%, compared to 55% in 2022. This decrease was primarily driven by lower sales volume of recyclable rigid packaging formats, such as bottles and jars in North America and Europe. The proportion of our plastic packaging which was 'technically recyclable' using existing technology, increased marginally to 72% versus 71% in 2022. We recognise that ‘actual recyclability’ at scale relies on the development of infrastructure to collect, sort and process the materials. We are also working with industry partners and other stakeholders to overcome challenges in the development of viable and scalable solutions to replace hard-to-recycle plastic sachets – with alternative formats, materials and business models. We are working to increase the number of reusable and refillable formats, as well as strengthen refill business models. This year, we expanded our network of refill outlets in Indonesia to around 800, with our dish wash brands Rinso, Sunlight and Wipol now available. We are also collaborating with partners such as the Ellen MacArthur Foundation and the Consumer Goods Forum to advocate for the systemic changes that will help make reuse-refill models scalable and economically viable. And with the World Economic Forum's Consumers Beyond Waste initiative, we are developing a standardised approach for reuse measurement and reporting to inform future policy. Collecting and processing plastic This year, we helped to collect and process 61% of our global plastic packaging footprint. Our businesses in Indonesia and Vietnam continued to collect and process more plastic than they sold, through physical collection and the inclusion of recycled plastic in packaging. In Latin America, we have invested in the Circulate Capital Ocean Fund to help scale waste management systems in the region and improve access to recycled materials. Advocating for a global plastics treaty Voluntary initiatives alone will not solve the challenge of plastic pollution – policymakers play a key role in driving systemic change. As part of the Business Coalition for a Global Plastics Treaty, we are campaigning for an ambitious and effective UN treaty to end plastic pollution. This includes advocating for the establishment of well-designed extended producer responsibility (EPR) schemes. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 41 We have invested €[325] million at our Unilever Oleochemicals facility in Indonesia to help us source deforestation-free palm kernel oil. We are investing in our Packaging R&D Centre to develop next-generation packaging materials and formats.
Livelihoods Our Livelihoods agenda aims to positively impact the lives of people across our value chain, including suppliers, and small and medium-sized businesses. In 2023, our livelihoods priorities were to: ensure our suppliers pay their employees a living wage; helping small and medium-sized businesses grow; and to advance equity, diversity and inclusion through our advertising and with our suppliers. Underpinning our livelihoods agenda is an ongoing commitment to embedding and promoting respect for human rights throughout our value chain. Championing a living wage One of the most impactful ways we can improve livelihoods is by ensuring workers who directly provide goods and services to us are paid a living wage. Since 2021, we have focused our efforts on ensuring that the contracts we sign with dedicated collaborative manufacturers include a requirement to pay a living wage. We plan to make a living wage a mandatory requirement in our Responsible Partner Policy (RPP). In advance of this, we have asked priority suppliers to voluntarily sign our Living Wage Promise. To help create a level playing field and mainstream living wage, we are also advocating for change through industry forums such as the UN Global Compact as well as supporting free, publicly accessible living wage data. Helping small retailers grow Our work with small and medium-sized retailers focuses on scaling our digital commerce platforms so that they can buy directly from us. In 2023, 1.9 million small retailers across eight emerging markets were active on these platforms – for example, our long-running Shakti initiative now includes digital ordering through the Shikhar platform. Opportunities for under-represented groups Our supplier diversity programme aims to enhance access to new capabilities at the same time as supporting our livelihoods work – and is focused on diverse businesses that are owned, managed and controlled by members of under- represented or minority groups. The programme is now active in 25 markets following expansion to Colombia, Chile and the Philippines, with our total spend reaching €1.1 billion in 2023. In Latin America, we have partnered with an accelerator programme that supports diverse suppliers who are developing sustainability solutions, with potential to benefit our business. We are one of the world’s largest advertisers by spend. Our long-running Act 2 Unstereotype initiative aims to strengthen the participation of under-represented communities in our advertising. In 2023, we have focused on under-representation of people with disabilities in advertising production, launching an Inclusive Set Commitment to increase access and opportunities across the industry. Human Rights Respecting human rights is fundamental to how we operate and underpins our four sustainability priorities. The United Nations Guiding Principles (UNGPs) on Business and Human Rights continue to inform our approach. This year, we commissioned an external review of our human rights issues and concluded that the eight we identified in 2015 remain the most salient. However, we have broadened the scope of some salient issues such as harassment which now includes bullying, and health and safety which considers impacts beyond the workplace. We now also formally recognise the human rights impact of climate and gender across all our salient issues. In response to growing pressure on human rights defenders we published new Principles in support of human rights defenders in our agriculture supply chain. Alongside targeted policy interventions, our RPP continues to play a key role in setting mandatory requirements for our suppliers across a range of human rights and sustainability issues. In 2023, 85% of our spend was with suppliers meeting RPP requirements, up from 76% in 2022. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 42 Unilever Annual Report on Form 20-F 2023 We have helped 1.9 million small and medium-sized retailers grow by providing access to our digital commerce platforms such as Shikhar in India.
Climate Transition Action Plan: Annual Progress Report Putting in place the foundations for net zero Our first Climate Transition Action Plan (CTAP) was published in 2021, detailing our climate targets and some of the key actions to reduce greenhouse gas (GHG) emissions in our business and across our value chain, towards our net zero ambition by 2039. We published our updated CTAP in March 2024. This will be subject to an advisory shareholder vote at the Annual General Meeting in May 2024. This report sets out the actions we have taken and progress we made towards our climate targets in 2023. It also explains how we continued to improve the measurement and accuracy of our GHG emissions for the reporting period 2021-2023. An analysis of our emissions and details of this revision are set out on page 47. Our progress this year In 2023, we reduced our Scope 1 and 2 GHG emissions in our operations by 74% against a 2015 baseline. This means we have achieved our interim target to reduce Scope 1 and 2 GHG emissions by 70% by 2025, two years ahead of our ambition. GHG emissions in scope of our net zero ambition (referred to as 'our GHG emissions', which excludes emissions from indirect consumer use) decreased by 1% in 2023 versus 2022. This reduction is net of increased emissions related to greater media and marketing spend, and increased HFC propellant emissions due to volume growth in US and Canadian aerosol products. In addition, our full value chain Scope 1, 2 and 3 GHG emissions reduced by 3%, on a per consumer use basis, versus 2022, and by 21% against a 2010 baseline. More detail on performance against our climate metrics and targets can be found on page 46. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 43
Raw materials and ingredients Raw materials and ingredients account for 52% of our GHG emissions and represent our largest emissions source. Raw material and ingredient emissions from Forest, Land and Agriculture (FLAG) decreased by 1% in 2023 while Energy and Industrial (E&I) related emissions decreased by 2%. In 2023, we started to establish the foundations for accelerated GHG emissions reductions in future years by scaling up our Supplier Climate Programme, reaching a key milestone in our deforestation-free goal, and by continuing to develop lower-emission ingredients in our cleaning and laundry products. Supplier Climate Programme We continue to support suppliers of raw materials, ingredients and packaging to deliver long-term reductions in GHG emissions. In 2023, we expanded our Supplier Climate Programme to reach more than 100 suppliers, with around 80 delivering on our asks. Our focus is on providing suppliers with access to tools and expert support to build key climate capabilities and to better measure their impact. Our suppliers with more mature climate programmes have now sent us around 240 Product Carbon Footprint (PCF) data points that meet industry standards and can be incorporated into our GHG measurement in the future. Alongside this, we are helping to shape industry standards for PCF data through the World Business Council for Sustainable Development’s Partnership for Carbon Transparency programme. Deforestation-free supply chain and regenerative agriculture To achieve our goal of a deforestation-free supply chain, we have fundamentally reshaped the way we source the five key commodities in scope – palm oil, paper and board, tea, soy and cocoa. By the end of 2023, we had put in place the infrastructure, monitoring and verification systems to manage a deforestation- free supply chain. Additionally, by the end of 2023 97.5% of palm oil, paper and board, tea, soy and cocoa order volumes were deforestation-free, based on Unilever's deforestation-free requirements. Our regenerative agriculture programme plays an important role in transforming our value chain and reducing land-based emissions from raw material production, as well as increasing resilience within our supply chain. Some of our climate actions including deforestation-free supply chain and regenerative agriculture are closely linked to delivering our nature goals. See pages 40 to 41 for more information on the progress we have made this year. Lower-carbon dairy Reducing emissions from dairy products is a priority for our Ice Cream Business Group. Through our Ben & Jerry’s brand, we have expanded a lower-carbon dairy pilot to 17 farms, to further test new technology and regenerative agricultural practices. The initiative, which began in 2022, aims to reduce GHG emissions from these dairy farms to half the industry average by 2025. We are supporting each farm to build a tailored roadmap based on their knowledge and experience of emissions reduction and the farming conditions at each location. We have also tested a feed additive that has the potential to reduce total GHG emissions by 12-15% per kilogram of milk. Chemical ingredients Our Home Care Business Group relies on chemicals derived from fossil fuels and is working to reduce emissions by transitioning to ingredients that use renewable or recycled carbon. In 2023, we successfully launched hand dish wash products with plant-based surfactants and zero petrochemical active agents in Indonesia. We also made good progress in developing lower carbon proteins and enzymes for use in our products in the future. In August, we ran an event with suppliers based in India – including a number who are part of our Supplier Climate Programme – to accelerate research into innovative ingredients and production processes. 18 of these suppliers pledged to reduce their GHG emissions and develop GHG- reduction roadmaps. We are also working with two chemical companies to develop lower GHG soda ash and surfactants for use in laundry powders. Initial findings suggest that this could result in significant GHG emissions reductions. Packaging materials Emissions associated with our packaging materials account for 11% of our GHG emissions. In 2023, GHG emissions from packaging decreased by 4% versus 2022, driven by a reduction in product volumes for the period measured (1 October 2022 to 30 September 2023), increased use of recycled plastic (PCR) and further lightweighting in our packaging formats. See page 41 for more on plastic. Indirect procurement Emissions associated with indirect procurement make up 16% of our GHG emissions – and include emissions from media and marketing suppliers. In 2023, we conducted a more detailed review of our indirect procurement spend and the associated emissions in this category. The largest category of spend here is our advertising and media spend. We need to work with third parties and suppliers in these areas to reduce these emissions. Unilever has been encouraging the advertising industry to reduce media and marketing related emissions, helping to establish and continuing to support the industry initiatives Ad Net Zero with the Advertising Association, and the Planet Pledge with the World Federation of Advertisers. Our operations Although our operations represent just 1% of our overall GHG emissions, it is the area where we have the most direct impact. By moving to renewable electricity and renewable heat, and focusing on energy efficiency improvements, we have reduced Scope 1 and 2 emissions by 74% versus our 2015 baseline. Since 2015, energy efficiency in our manufacturing sites has improved by 15%. In 2023, we spent an additional €42 million of capital expenditure on sustainability investments in our factories, including energy efficiency and renewable energy projects. Renewable electricity In 2023, 92% of our electricity came from renewable sources, a decrease of 1% versus 2022. This was partly driven by more accurate data from our combined heat and power plants and increased on-site non-renewable electricity generation at some sites due to market conditions – such as grid electricity rationing in South Asia (known as ‘load shedding’). We have also improved the quality of our Energy Attribute Certificate (EAC) sourcing and continue to align with RE100 criteria, meaning we only report electricity as ‘renewable’ when the certificate is issued from the same market in which the energy is used. In markets where EACs are not available, we purchase the equivalent amount of EACs from neighbouring markets to cover the energy used. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 44 Unilever Annual Report on Form 20-F 2023
Renewable thermal energy In 2023, 37% of our thermal energy came from renewable sources. We continue to switch to electric-powered heating technologies, such as heat pumps and to biofuels sourced in line with our Biofuel Sourcing Principles. For example, in 2023, we commissioned a new biomass-fuelled hot air generator at our Min Buri factory in Thailand which is expected to deliver a reduction in Scope 1 GHG emissions of over 8,000 tonnes per year. Logistics Logistics emissions from upstream transport and distribution accounts for 3% of our GHG emissions and decreased by 13% versus 2022. In 2023 we reduced our total logistics emissions by 14% versus 2020. We are working to minimise the number and length of journeys, as well as maximising the number of pallets carried per truck – shipping directly to consumers where possible. This has resulted in a 7% reduction in kilometres travelled per tonne of products sold in 2023, versus 2022. We have reduced total kilometres travelled by 19% since 2020. We have started to transition the fuel used for some of our truck fleet in the US, UK, Netherlands, Italy and the United Arab Emirates to alternatives such as biofuels. Ice cream cabinets The ice cream cabinets that we lease to retail stores account for 4% of our GHG emissions. In 2023, cabinet emissions decreased by 22% versus 2022. This was partly driven by energy grid decarbonisation in the US, UK and some countries in the European Union. Reductions also came from the purchase of EACs to cover some of our cabinet electricity consumption in Turkey and Indonesia – which accounts for approximately half of the emission reduction from cabinets in 2023. We will continue to evaluate EACs and other options to support the transition of our cabinet fleet towards renewable energy sources. Additionally, we continue to invest in more energy-efficient freezers, which has reduced average cabinet energy consumption by around 2% in 2023. We have launched a guide for our operating sales teams to train customers on how to run our freezers more efficiently, helping them to cut energy use and reduce their running costs. Direct consumer use In the majority of our markets, we use natural hydrocarbon propellant gases with a low global warming potential (GWP) – primarily in hairsprays, body sprays and spray deodorant. However, in the US and Canada, regulation on Volatile Organic Compounds (VOCs) restricts the use of these propellants. Instead, hydrofluorocarbon (HFC) propellants with a higher GWP tend to be used by industry to lower VOC levels. HFC propellant accounted for 3% of our GHG emissions in 2023, and make up the majority of our GHG emissions from direct consumer use of sold products. In 2023, GHG emissions from direct consumer use of sold products increased by 1% versus 2022. This was driven by product volume growth in the US and Canada, and the use of a propellant system in our dry shampoo products, to comply with 2023 reduction VOC regulation targets in the USA. After many years of working with the California Air Resources Board to advocate for change, VOC regulations were updated in the US in 2022 to include provisions permitting the use of alternative propellant systems with lower GWPs. This will allow us to begin reformulating some of our aerosol products in the US and will be a priority action to deliver GHG emission reductions in the future. Product end of life The disposal of product residuals and packaging, including the biodegradation of product formulations after their use, accounts for 6% of our GHG emissions. In 2023, our product end-of-life emissions fell by 2% versus 2022. We remain focused on increasing the use of renewable and recycled ingredients which lower GHG emissions as our products biodegrade. See chemical ingredients and packaging on page 44. Indirect consumer use Around a half of our products’ full value chain GHG emissions are indirect emissions associated with consumer use of our products. In 2023, indirect consumer use emissions decreased by 18% from 2022, as a result of reductions in product volumes for the period measured (1 October 2022 to 30 September 2023) and ongoing grid energy decarbonisation in the US, UK and European Union. In the run-up to COP28, we advocated for greater investment in renewable electricity generation to triple current capacity by the end of the decade. GHG impact of products across product lifecycle Our full value chain GHG emissions target includes both direct and indirect consumer use emissions across the product lifecycle. This is calculated using Scope 1, 2 and 3 emissions across the full value chain, and the number of consumer uses of our products (expressed as ‘per consumer use’ – single use, portion or serving). In 2023, our GHG emissions per consumer use reduced by 3% versus 2022, and by 21% since 2010 – primarily due to reductions in indirect consumer use emissions. Using our influence We continue to engage on policy areas that will help limit global temperature rise to 1.5°C and unlock faster emissions reduction in our value chain. In 2023, this included: ■ Working with RE100 to advocate for investment in zero carbon electricity grids and the introduction of market- based renewable electricity mechanisms. ■ Commissioning research by the University of Oxford identifying the policy interventions needed to address the carbon emissions of everyday cleaning, laundry, and home care products. ■ Ahead of COP28, we endorsed a 'call to action' with other organisations for the transition to include food systems in national climate plans. We also announced the Action Agenda on Regenerative Landscapes to accelerate the transition of large agri-food businesses to regenerative agriculture. Governance and disclosure Details on climate governance can be found in our TCFD statement on page 48. In addition to the climate disclosures in our Annual Report and Accounts, we provide annual submissions to CDP. In 2023, we received a rating of AAA- for our CDP Forests, Water and Climate disclosures (based on 2022 data). STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 45
Our climate metrics and targets We use several key metrics and targets to assess and manage climate risks and opportunities across our full value chain. Two of our near-term targets are validated as science-based by the Science Based Targets initiative ('SBTi'): ■ Reduce in absolute terms our operational (Scope 1 and 2) emissions by 100% by 2030 against a 2015 baseline and; ■ Halve the full value chain emissions (Scope 1 to 3) of our products on a per consumer use basis by 2030 against a 2010 baseline. In addition, we have an interim target to reduce in absolute terms our operational emissions (Scope 1 and 2) by 70% by 2025 against a 2015 baseline. While our operational target is validated by the SBTi as aligned with the 1.5°C ambition of the Paris Agreement, our full value chain target is validated by SBTi as aligned with limiting temperature increase to 2°C. This is because it was set in 2010 and validated by the SBTi before the 1.5°C validation was introduced. We intend to retire this target in 2024 once our new, more ambitious near-term 1.5°C-aligned Scope 3 targets have been validated by the SBTi. These are as follows: ■ Reduce absolute energy and industrial Scope 3 GHG emissions from Purchased Goods and Services (associated with ingredients and packaging), Fuel and Energy Related Activities, Upstream Transport and Distribution, direct emissions from Use of Sold Products (associated with HFC propellants), End-of-Life Treatment of Sold Products, and Downstream Leased Assets (associated with ice cream retail cabinets) by 42% by 2030 from a 2021 baseline year. ■ Reduce absolute Scope 3 Forest, Land and Agriculture (FLAG) GHG emissions from Purchased Goods and Services (associated with ingredients) by 30.3% by 2030 from a 2021 baseline year. For more details about this change, see our updated CTAP which is available on our website, and will be subject to an advisory shareholder vote at our 2024 AGM. We also set an ambition to achieve net zero emissions by 2039 and have additional nature and plastic goals which play an important role in tackling climate change.  Progress against climate metrics and targets The table below shows our progress against the key climate metrics and targets – see pages 43 to 45 for progress commentary. Additionally, see page 66 for progress against our plant-based and food waste goals. Metrics and targets Note 2023 2022 2021 GHG emissions in scope of net zero ambition (million tonnes CO2e)(a) 1 52.86 53.63(b) 56.25(b) Scope 1 and 2 GHG emissions (Unilever operations) Reduce GHG emissions in our operations by 100% by 2030 (reduction in emissions from energy and refrigerant use in our operations since 2015)(a)(c) -74% '-68% -64% 100% renewable electricity in our operations(a)(d) 92% 93% 86% 100% renewable heat in our operations by 2030(a)(e) 37% – – Energy use in GJ per tonne of production in our manufacturing sites(a) 1.15 1.22 1.23 CO2 emissions from energy use in kg per tonne of production in our manufacturing sites(a) 25.94 30.35 34.06 Scope 1, 2 and 3 GHG emissions (Unilever operations, upstream and downstream) 40%-50% reduction in logistics emissions by 2030 (% change since 2020) -14% -9% – Halve GHG impact of our products across the lifecycle by 2030 (% change since 2010)(f) 3 -21% '-19% '-14% Nature Deforestation-free supply chain in palm oil, paper & board, tea, soy and cocoa by 2023(g) 97.5%(h) – – 100% sustainable sourcing for key agricultural crops(i) 79% 81% 79% Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 13 8 – Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 (hectares) 0.3m† 0.2m 0.1m Plastics 25% recycled plastic by 2025(a)(j) 22% 21% 18% Supported by: €1 billion Climate & Nature Fund – spent and committed €0.3bn €0.2bn 0 (a) Measured for the 12-month period ended 30 September. (b) Restated for 2021 and 2022. See Note 1 for further detail. (c) These emissions exclude Scope 1 & 2 emissions related to small office and logistics sites, fuel consumption from company vehicles, methane and N2O from both fossil fuels and biofuels, and SF6 from electrical insulators in grid connections. (d) Excludes electricity related to small office and logistic sites. (e) Excludes heat related to small office and logistic sites. (f) Measured for the 12-month period ended 30 June. (g) Deforestation-free refers to the meeting of Unilever's deforestation-free requirements. (h) Measured for all commodity volumes ordered for the 3-month period October to December 2023 except for order volumes of palm oil for India measured only for December 2023. (i) Comprising 66% key agricultural crops purchased from suppliers that comply with the requirements set out in Unilever’s Sustainable Agriculture Code 2017 (71% in 2022, 69% in 2021) and, 13% purchased from non-sustainable suppliers but have been matched by Credits purchased for raw materials (10% in 2022, 10% in 2021). (j) Scope of reporting on our plastic goals is 27 countries. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 46 Unilever Annual Report on Form 20-F 2023
Notes on metrics and targets Note 1: Analysis of GHG emissions GHG emissions (million tonnes CO2e) 2023 2022 2021 2023 – 2022 % change Scope 1 and 2 GHG emissions: Unilever operations (Note 2)(a) 0.73 0.81(b) 0.91(b) -10% Scope 3 GHG emissions in scope of our net zero ambition(a) 52.13 52.82(b) 55.34(b) -1% Purchased goods and services 41.47 41.15 43.35 1% Raw materials and ingredients – Forest Land and Agriculture (FLAG) 12.18 12.32 13.09 -1% Raw materials and ingredients – Energy and Industrial (E&I) 15.35 15.71 16.93 -2% Packaging materials 5.60 5.84 6.06 -4% Indirect procurement 8.34 7.28 7.27 15% Upstream transport and distribution (logistics) 1.57 1.81 1.91 -13% Ice cream cabinets 2.30 2.93 3.09 -22% Direct consumer use 1.48 1.46 1.23 1% Product end of life 3.25 3.32 3.54 -2% Others(c) 2.06 2.15 2.22 -4% Total Scope 1, 2 and 3 GHG emissions in scope of net zero ambition 52.86 53.63 56.25 -1% Scope 3 GHG emissions – indirect consumer use 47.07 57.54 64.87 -18% Total Scope 1, 2 and 3 GHG emissions 99.93 111.17 121.12 -10% (a) Measured for the 12-month period ended 30 September. (b) Restated for 2021 and 2022. See below for further detail. (c) Includes Fuel and Energy related services, Capital goods, Waste generated in operations, Employee commuting, Business travel, Franchises, Downstream Transport and Distribution. In 2023, we implemented improvements in our GHG emissions measurement and restated our 2021 and 2022 GHG emissions measurement to reflect these changes. The revised 2021 emissions are the baseline for our new 2030 Scope 3 emissions reduction targets. We improved our Scope 1 and 2 emissions measurement with more complete and accurate data related to small office and logistics sites, fuel consumption from company vehicles, methane and N2O gases from both fossil fuels and biofuels and SF6 gas from electrical insulators in grid connections. We also implemented a new measurement system for our most material Scope 3 emission categories which measures emissions from procured goods and services, using data on real volumes of procured raw materials/packaging and services combined with standard emissions factors for these materials, applying the latest guidance on the use of emissions factors (IPCC AR6) and the draft GHG Protocol Land Sector guidance. As well as measuring emissions on a procurement basis, we are still using product footprint data – based on a representative sample of products including the impact on indirect consumer use emissions – as part of our product innovation decisions. Over time, we expect the new measurement system to be able to incorporate this data and provide product footprint information. Note 2: Analysis of GHG emissions in our operations Scope 1 and 2 GHG emissions (million tonnes CO2e) 2023 2022 2021 Scope 1 GHG emissions(a) 0.62 0.66(b) 0.73(b) Renewable energy 0.04 0.03 0.04 Non-renewable energy 0.56 0.61 0.67 Refrigerants and other gases (c) 0.02 0.02 0.02 Scope 2 GHG emissions(a) 0.11 0.15(b) 0.18(b) Purchased renewable electricity 0 0 0 Purchased non-renewable electricity 0.03 0.06 0.09 Purchased renewable thermal energy 0 0 0 Purchased non-renewable thermal energy 0.08 0.09 0.09 Total Scope 1 and 2 GHG emissions 0.73 0.81 0.91 (a) Measured for the 12-month period ended 30 September. (b) Restated for 2021 and 2022. See Note 1 for further detail. (c) Other gases include SF6, PFCs and NF3. Note 3: Analysis of GHG emissions per consumer use GHG per consumer use 2023 2022 2021 GHG impact per consumer use (grams CO2e)(a) 40.0 41.4 43.6 Reduction in GHG impact per consumer use since 2010 (%)(a) -21% '-19% '-14% (a) Measured for the 12-month period ended 30 June. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 47
Task Force on Climate-related Financial Disclosures statement The following statement, which Unilever believes is consistent with the Task Force on Climate-related Financial Disclosures (TCFD) Recommendations and Recommended Disclosures, details the risks and opportunities arising from climate change, the potential impact on our business and the actions we are taking to respond. We also integrate climate-related disclosures throughout this Annual Report and Accounts, including in our Climate Transition Action Plan (CTAP) Annual Progress Report on pages 43 to 47. A detailed breakdown of our emissions can be found on page 47. We have updated our CTAP, in advance of an advisory shareholder vote at our Annual General Meeting in May 2024. See our website for the latest CTAP. Governance The overall governance structure for managing Unilever’s climate risks and opportunities is the same as for any of Unilever’s other key risks and opportunities i.e. all of the following play a key role in governance: the Board, the Board subcommittees, ULE, ULE subcommittees, Business Group leadership teams, specialist management governance groups and specialist teams together with the support of relevant policies and procedures applied by everyone in the business (see page 88). Whilst the Board takes overall accountability for the management of all risks and opportunities, including climate change (see page 70), our CEO is ultimately responsible for oversight of our climate change agenda. The Board delegates specific climate change matters to each of the Board subcommittees: ■ The Corporate Responsibility Committee – oversees the development of Unilever’s sustainability agenda (which includes climate matters), and the progress against that agenda, including performance against specific targets, whilst also reviewing sustainability-related risks, developments and opportunities (see page 114). ■ The Audit Committee – oversees the non-financial disclosures in our Annual Report and Accounts, which includes climate-related disclosures. This includes reviewing the scope and results of any internal and external assurance activities obtained over the disclosures (see page 109). ■ The Compensation Committee – supports the sustainability strategy which includes the climate strategy through alignment of Unilever’s incentive plan to the sustainability agenda and ambitions (see page 128). ■ The Nominating and Corporate Governance Committee – is responsible for ensuring that the composition of the Board provides sufficient skills and experience in sustainability matters including climate change to deliver on the sustainability agenda (see page 105). ■ The Board is supported by the ULE and the Sustainability Advisory Council. The Council is made up of seven independent external specialists in social and environmental matters, and it convened in 2023 to guide and critique our strategy. The ULE discuss key strategic sustainability matters at least quarterly. During 2023, climate change matters were discussed at each meeting including progress against our climate-related Compass goals. The specific topics discussed included our GHG emissions measurement and setting a new baseline for our total emissions, GHG reduction plans for our Business Groups, and implications of the changes in the SBTi guidelines on setting new targets. Additional ULE subcommittees are also in place to support our climate agenda and ULE decision-making, including: ■ Business Operations Sustainability Steering Committee: Provides strategic guidance on implementation of our climate, nature and livelihoods goals within our extended supply chain. Chaired by our Chief Business Operations Officer, attended together with our Chief Sustainability Officer (CSO), Chief Procurement Officer and Head of Sustainable Business and Reporting. ■ Climate and Nature Investment Committee: Evaluates and approves investment proposals and reviews progress against key milestones for the Climate & Nature Fund, our €1 billion commitment to fund disruptive transformations across our value chain. Chaired by our Chief Business Operations Officer together with our CSO, Chief R&D Officer, Head of Sustainable Business and Reporting, and our five Business Group Presidents. Each Business Group has a sustainability lead to ensure that sustainability risks and opportunities are embedded into their strategies and performance is monitored. We also have a specialist corporate team, the Global Sustainability Function, led by our CSO. This team supports the Business Group teams in developing their business strategies whilst also driving transformational change across markets through advocacy and partnerships. In addition, included within the Supply Chain, R&D and Finance corporate functions, we have teams of experts who are focused on the sustainability agenda which includes climate- related matters. Their activities include developing relevant policies and procedures, e.g. responsible sourcing and metric definitions (scope and calculation methodologies). We regularly engage with our investors on a wide range of sustainability matters including our climate strategy. In 2021, we achieved shareholder support for our CTAP through an advisory vote at our AGM. During the fourth quarter of 2023, we commenced our engagement with investors on our updated CTAP. We engaged with more than 20 of our largest institutional investors and have used their feedback to help shape the updated CTAP. Remuneration for management employees – up to and including the ULE – continues to be formally linked to performance against climate change goals. Their reward packages include fixed pay, a bonus as a percentage of fixed pay and eligibility to participate in a long-term Performance Share Plan (PSP). The PSP is linked to financial and sustainability performance, guided by our Sustainability Progress Index (SPI), which accounts for 25% of the total PSP award. The SPI in 2023 was determined by considering performance against a number of sustainability goals – see page 136 for details. See pages 136 to 137 for more on PSP including the role of the Board’s Compensation Committee and Corporate Responsibility Committee in determining how the PSP operates, and the SPI outcome each year. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 48 Unilever Annual Report on Form 20-F 2023
Strategy and risk management Climate change is a principal risk to Unilever which has the potential – to varying degrees – to impact our business in the short, medium and long term. We face potential physical environment risks from the effects of climate change on our business, including extreme weather and water scarcity. Potential regulatory and transition market risks associated with the shift to a low-carbon economy include changing consumer preferences and future government policy and regulation. These also present opportunities. The potential impacts of climate change are taken into account in developing the overall strategy, our Business Group strategies and financial plans. More detail on these risks, opportunities and the mitigating and adaptation actions we are taking can be found on pages 50 to 55. The process for assessing and identifying climate-related risks is the same for each of the principal risks and is described on page 70. The risks are reviewed and assessed on an ongoing basis and formally at least once per year. For each of our principal risks, we have a risk management framework detailing the controls we have in place, who is responsible for managing the overall risk and the individual controls mitigating it. We monitor risks throughout the year to identify changes in the risk profile. We regularly, where appropriate, carry out climate-related risk assessments at site level, supplier level, as well as innovation- project level. Climate-related risks are managed by the team relevant to where the risk resides. For example, climate risks in relation to commodities in the supply chain are managed by our procurement team. Understanding financial impact: scenario analysis We have conducted several high-level scenario analyses on the potential impacts of climate change to help us consider and adapt our strategies and financial planning. In prior years, we have reported the potential financial impacts of climate change on our business in 2030 if average global temperatures were to rise by 2°C and 4°C above pre-industrial levels by 2100. This analysis led us to understand that limiting warming to 2°C would primarily expose us to economic and regulatory transition risks, whereas a 4°C warming level would expose us to unprecedented physical risks. In 2021, as new scientific evidence was released by the UN’s Intergovernmental Panel on Climate Change (IPCC) and the global consensus around the need for governments to commit to a 1.5°C world strengthened, we extended our scenario analyses to assess the impacts of a 1.5°C temperature increase above pre-industrial levels by 2100 on our business in 2030, 2039 and 2050. Understanding and modelling the potential financial impact on the business in 2030, 2039 and 2050 of limiting global warming to 1.5°C The IPCC’s sixth assessment report (AR6), the most up-to-date compendium from the global scientific community on climate change, states that limiting warming to 1.5°C above pre-industrial levels is necessary to prevent the severe environmental consequences that are likely to occur in a 2°C warmer world, and the catastrophic impacts that would materialise if temperatures rose by 4°C. However, it also noted that achieving a 1.5°C world would still imply major disruption and would necessitate a fast and aggressive transition of our global economy, encompassing policy and regulation, production and consumption systems, societal and economic structures and behaviours, and infrastructure development and deployment of new technologies. The IPCC also sets out multiple pathways that the world could take to limit global warming to 1.5°C. The nature of the pathway taken significantly impacts the risks and opportunities that a business will face. In assessing the material risks and opportunities Unilever would face in a world focused on achieving 1.5°C, we have reviewed in detail two pathways, ‘proactive’ and ‘reactive’, that we assessed as more likely than other more extreme possible pathways. In the ‘proactive’ route, there is an early and steady reduction of emissions as a result of a fast response from all economic actors, meaning there is less dependence on technological advancements to remove carbon from the atmosphere in the second half of the century. Conversely, in the ‘reactive’ route, significant action by economic actors is delayed to 2030, after which a very rapid transition across all actors is required, accompanied by deployment at a very large scale of low-carbon energy and carbon removal activities and technology. Proactive route Reactive route ■ Aggressive and persistent regulation from today ■ Dramatic changes to lifestyle from today, towards minimising climate impact and social inequality ■ Reliance on available and proven technologies ■ Lower reliance on carbon removal technologies ■ Gradual regulation by 2030; very aggressive post-2030 ■ Continuation of historical societal trends until 2030, then rapid pivot ■ Major reliance on technologies that are not yet proven to scale ■ Higher reliance on carbon removal technologies STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 49
Risks and opportunities assessed in creating our 1.5°C scenario In creating our 1.5°C scenario analysis, we took the two pathways and considered the five broad types of risks and opportunities using the TCFD risk framework: Regulatory risks; Market risks; Physical environment risks; Innovative products and services opportunities; and Resource efficiency, resilience, and market opportunities. We identified approximately 40 specific risk and opportunity areas which could impact us in 2030, 2039 and 2050, each of which we assessed qualitatively, supported where possible with high-level quantitative assessments. The assessments are based on financial scenarios and do not represent financial forecasts. They exclude any actions that we might undertake to mitigate or adapt to these risks. The quantitative assessments were developed to understand high-level materiality and order of magnitude financial impact rather than perform detailed simulations or forecasts on the long-term future of markets and products. The data used was from internal environmental, operational, and financial data and external science-based data, and assumptions from reputable and broadly used sources such as the IPCC or the International Energy Agency (IEA). Key risks and opportunities Out of all the risks and opportunities we assessed as part of our 1.5°C scenario assessment, there are 11 which we believe are significant and could at some time in the future be material to our business. We have combined the outputs from the ‘proactive’ and ‘reactive’ analyses since the risks and opportunities are similar, with the differences only being in the size and timing of impact. Due to the nature of climate risks and opportunities we are monitoring them across a number of time horizons. Short term (up to three years) – this aligns with our three-year strategic plans, medium term (three to ten years) and long term (beyond ten years). Where we have been able to quantify the risk, the ranges represent potential impacts of the different pathways. Actions to mitigate and adapt to the risks and to capitalise on the opportunities have been consolidated into our sustainability goals (pages 65 to 66) and our CTAP progress update (pages 43 to 47). Below we summarise the 11 risks and opportunities. Given the nature of our products, all of the risks noted below are applicable to all our Business Groups and there are only modest variations in their relative significance for each Business Group. For more details on key targets and goals, see pages 65 to 66. Risk Management of risk Carbon tax This includes carbon taxes and voluntary removal costs. Tightening regional or national regulations as well as climate commitments across individual businesses could drive widespread implementation of these taxes or market schemes. This could translate into rising direct and indirect costs linked to carbon emissions, where the strongest impact would likely be on costs of sales linked to raw materials, production, and distribution emissions. Carbon taxes on household emissions or costs passed through to our consumers linked to household emissions may impact their disposable income and ultimately their purchasing power. Impact on Business Groups: All Business Groups could be impacted by carbon taxes or voluntary removal costs. Per unit of consumption, our Ice Cream business has the highest carbon emissions from the use of dairy ingredients and the energy used in ice cream storage/transport/point-of-sale freezer cabinets. The highest absolute carbon emissions from sourcing materials, production and distribution is in Home Care whereas it is lowest in Beauty & Wellbeing. Timeframe: Medium term to long term Actions: We have a CTAP which sets out in detail activities to reduce our carbon emissions. For example, our eco-design programmes will reformulate our products with alternative less carbon-intensive ingredients and, through our Supplier Climate Programme, we are working with our largest suppliers to help them build plans to decarbonise the products they supply to us. We also aim to cut emissions from energy use in more than 3 million point-of-sale ice cream cabinets. In 2023, we submitted a new 2030 absolute emissions reduction target to the SBTi which is awaiting approval. We support the use of internal carbon pricing as a tool to help us achieve our net zero emissions goal. We use an internal carbon price of €70 per tonne to inform our investment decision-making. Key targets: ■ Zero GHG emissions in our operations by 2030 ■ Reduce absolute Scope 3 energy and industrial GHG emissions from Purchased Goods and Services (direct procurement), Fuel and Energy related activities, Upstream Transport and Distribution, direct emissions from Use of Sold Products (HFC propellants), End-of-Life Treatment of Sold Products, and Downstream Leased Assets (ice cream cabinets) by 42% by 2030 from a 2021 base year. ■ Reduce absolute Scope 3 FLAG (Forest, Land and Agriculture) GHG emissions from Purchased Goods and Services (ingredients) by 30.3% by 2030 from a 2021 base year. ■ Net zero GHG emissions ambition across our value chain by 2039 Regulatory risks STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 50 Unilever Annual Report on Form 20-F 2023
Risk Management of risk Land use regulations These could drive reforms to radically restructure current global land use patterns to conserve and expand forest land, serving as the main natural carbon removal solution. This could reduce land available for food crops, pasture and timber and hence access to our primary commodities which could drive reduced crop output and increase raw material prices. Impact on Business Groups: All Business Groups could be impacted by land use regulation. The majority of our products are derived from agricultural raw materials and thus any limitations placed on land use would have a similar impact across each Business Group. Specific land use regulations vis- à-vis certain usages/crops could impact the Business Groups differently e.g. if dairy farming land was restricted and nothing else, then the Ice Cream business would be most impacted. Timeframe: Medium term to long term Actions: We monitor potential land use regulations to ensure we understand their implications so that we can adapt our raw material supply strategy. By the end of 2023 we had put in place the infrastructure, monitoring and verification systems to manage a deforestation-free supply chain. In addition, we are working with farmers across our supply chain to drive sustainable sourcing and regenerative agriculture. Key goals: ■ Deforestation-free supply chain in palm oil, paper and board, tea, soy and cocoa by 2023 ■ Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 Product composition regulations These could restrict or ban the use of certain GHG-intensive components and ingredients in everyday products. This would require the redesign of products and packaging to comply, which could increase costs. Impact on Business Groups: All Business Groups could be impacted by product composition regulations. If there was a ban on the use of GHG-intensive ingredients/components, then there is a greater likelihood that the impact on our Personal Care and Home Care businesses would be greater than on our other businesses, as some personal care products in certain countries use HFC propellants and in home care, various chemicals such as soda ash are used. Timeframe: Medium term to long term Actions: We monitor regulatory developments to ensure that our product composition is compliant and that future innovations/products are designed to consider forthcoming climate-related legislation. As part of our CTAP, we are committed to reducing the GHG impact of our products and as part of this, we are reviewing our intensive GHG components and ingredients and looking for substitutions or how changes in their production processes can reduce their GHG emissions. We have a diverse portfolio of products and offer a range of formats to meet consumers' needs and this helps mitigate the potential impact of restrictions or bans on specific GHG- intensive materials. Specifically, on HFC propellants, we have successfully advocated for a change in regulations in the US to allow the use of alternative less carbon-intensive propellants. Key goals: ■ Reduce emissions from aerosol propellants in the US and Canada Sourcing transparency and product labelling regulations These could increase significantly through pressure from regulators, consumers, and investors. This could lead to disclosure compliance risks and rising commodity costs linked to radical transition to transparent supply chains, as well as a potential loss of market share to more transparent competitors. Impact on Business Groups: All Business Groups could be impacted by sourcing transparency and product labelling regulations and, given the nature of all the raw materials used, the risk to each Business Group is equal. Timeframe: Medium term to long term Actions: We monitor regulatory developments to ensure that our product labelling is compliant and that future innovations/ products are designed to consider forthcoming climate- related legislation. As part of our CTAP we are committed to improving sourcing transparency, through collaboration with our suppliers, and transparency with consumers through product labelling. We are currently working with the EcoBeautyScore Consortium to develop a common labelling convention that will allow consumers to compare the environmental impact of products. We have a diverse portfolio of products and offer a range of formats to meet consumers' needs and this helps mitigate the potential impact of product labelling regulations. Key goals: ■ 100% sustainable sourcing for key agricultural crops Regulatory risks continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 51
Risk Management of risk Extended producer responsibility (EPR) This means that producers are held accountable for their environmental and social impacts across the product value chain. This could lead to improvements of lifecycle traceability from sourcing to managing end-of-life treatment of products and packaging. Circular product design and manufacturing practices could become a requirement in many regions to incentivise efficient and responsible resource extraction, and pass waste management costs through higher disposal and recycling fees to producers. Impact on Business Groups: All Business Groups could be impacted by the extended producer responsibility risk. Given the nature of our products and their packaging, the risk to each Business Group is equal with the exception of the Ice Cream business which does not sell product in single-use sachets. These sachets are difficult to collect and recycle. Timeframe: Short term to long term Actions: We support EPR policies and schemes and we are investing directly in waste collection, processing and capacity- building projects to recycle more plastic. Innovation is also critical to help develop: ■ Suitable packaging that is fully recyclable and more widely recyclable. ■ Product formats suitable for refill and reusable packaging solutions. ■ Higher levels of recycled material into our packaging and components. Key goals: ■ 50% virgin plastic reduction by 2025 ■ 100% reusable, recyclable or compostable plastic packaging by 2025 ■ 25% recycled plastic by 2025 ■ Collect and process more plastic than we sell by 2025 Energy transition and rising energy prices This could be driven by increased electrification, the deployment of renewable energy solutions, associated transmission, distribution and storage infrastructure, as well as the adoption of emerging low-carbon technologies such as biogas, green hydrogen and ammonia. This could increase our operations, suppliers, and end-consumers’ utility costs. Impact on Business Groups: All Business Groups could be impacted by energy transition and rising energy prices and the likely impact would be equal across all the Business Groups. Timeframe: Short term to long term Actions: We mitigate our market risks by decarbonising our operations through eco-efficiency measures in our factories, powering our operations with renewables and transitioning heating and cooling for our factories to lower emission and renewable sources (see page 44). Key goals: ■ 100% renewable electricity by 2030 ■ Transition to 100% renewable heat by 2030 Energy and commodity market volatility This could potentially lead to increased uncertainty in financial planning and forecasting for key commodities, as well as a higher cost associated with risk management. Other considerations include potential manufacturing or supply disruptions linked to availability or higher cost of energy and sourced commodities. Impact on Business Groups: All Business Groups could be impacted by energy and commodity market volatility and the likely impact would be equal across all the Business Groups. Timeframe: Short term to long term Actions: We manage commodity price risks through forward- buying of traded commodities and other hedging mechanisms. Key goals: ■ 100% sustainable sourcing for key agricultural crops Regulatory risks continued Risk Management of risk Water scarcity This could lead to increased droughts while limited resources to irrigate soils could reduce crop outputs. Water shortages could also impact our manufacturing sites and our ability to supply water-based products. Our consumers could also face water shortages in their everyday activities in certain regions, creating a need for water-smart or waterless products or services. Impact on Business Groups: All Business Groups could be impacted by water scarcity. Given the nature of our products, the impact of drought on crop production would be equal across all Business Groups. However, the impact of water shortages on consumers would likely impact their washing behaviours and hence impact the Personal Care and Home Care businesses to a greater extent. Timeframe: Medium term to long term Actions: We mitigate physical environment risks by investing in new products and formulations that work with less water, poor quality water or no water. Many of our hair care products now have fast-rinse technology as standard, using less water and we have developed concentrated home care products which reduce water use at our sites but also contribute to reduced packaging and distribution costs. We are working with local communities to develop water stewardship programmes. We monitor changing weather patterns on a short-term basis and integrate weather system modelling into our forecasting process. Key goals: ■ Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 Physical environment risks STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 52 Unilever Annual Report on Form 20-F 2023
Risk Management of risk Extreme weather events This could significantly disrupt our entire value chain. Sustained high temperatures could lead to reduced crop outputs due to reduction in soil productivity which could translate into higher raw material prices. Weather events such as hurricanes or floods, which would become increasingly common and intense, could cause plant outages or disrupt our distribution infrastructure. Additionally, macroeconomic negative shocks, caused by extreme weather events, could reduce or destroy consumer demand and purchasing power among affected communities. Impact on Business Groups: All Business Groups could be impacted by extreme weather, the most likely significant impact being the reduction of crop outputs which, given the nature of our products, would impact the Business Groups equally. Timeframe: Medium term to long term Actions: We have extreme weather contingency plans which we implement as necessary to secure alternative key material supplies at short notice or transfer or share production between manufacturing sites. We manage commodity price risks through forward-buying of traded commodities and other hedging mechanisms. Our Regenerative Agriculture Principles and Sustainable Agriculture Code encourage our agricultural raw material suppliers to adopt practices which increase their productivity and resilience to extreme weather and we aim to increase the hectares of protected and regenerated land. Key goals: ■ Help protect and regenerate 1.5 million hectares of land Physical environment risks continued Opportunity Capitalisation of opportunity Growth in plant-based or lab-grown foods This could increase rapidly in the coming years. As people become more environmentally conscious and there is regulation on land use, we could see a rise in plant-based diets away from animal-based protein. Timeframe: Short term to long term Actions: We are capitalising on innovative product and service opportunities by offering a range of vegan and vegetarian products in our Nutrition and Ice Cream Business Groups. Key goals: ■ €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal- derived ingredients by 2025 Innovative products and services opportunities Opportunity Capitalisation of opportunity Investment in energy transition technologies This represents a shift to efficient and less centralised energy supply and consumption (e.g. through on-site renewable energy generation and storage), zero-emission logistics and designing products for resource-efficient consumption. This could drive decarbonisation across the value chain, while opening up the opportunity to access the utility market as an off-grid generator and create new revenue streams from grid balancing or demand side response services, or providing excess renewable power of oversized capacity to supply chain partners. Timeframe: Short term to long term Actions: We capitalise on resource efficiency opportunities by generating renewable electricity at our factory sites where feasible (see page 44), targeting emissions reduction from our logistics suppliers and own vehicle fleet (see page 45) and through product reformulations which make our products more resource efficient in use – for example, many of our laundry products are now low-temperature washing as standard (see page 25). Key targets: ■ Zero GHG emissions in our operations by 2030 Resource efficiency, resilience, and market opportunities STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 53
Summary of high-level quantitative assessment We have undertaken high-level quantitative assessments for six risks and opportunities. The results are shown in the tables below. These assessments show the gross impact before any action which Unilever might take to respond. The ranges reflect the different results from the reactive (r) and proactive (p) pathways assessed. We first undertook scenario analysis in 2017 on 2°C and 4°C scenarios. In 2021, we completed a 1.5°C scenario analysis. The results of this work on the way to 1.5°C is consistent with this previous work. The key differences are due to: the more extreme measures that would need to be taken to achieve a 1.5°C outcome; the evolution of the scientific assumptions contained within the IPCC's AR6 report; and a more detailed approach to the scenario analysis. The financial impact in 2030 is more significant in the 1.5°C scenario. However, the scenario avoids the greater negative impacts from the physical risks associated with higher temperature rise scenarios in 2050 and beyond. In 2023, we updated our financial impact assessment of carbon tax and voluntary carbon removal costs based on i) restated 2021 baseline emissions, ii) an assumption that we achieve 90% reduction by 2050 and iii) only carbon removals are used to achieve net zero goals (no offsets). Our current internal carbon price of €70 per tonne, reviewed annually, is based on the range and expected increase from the High-Level Commission on Carbon Pricing’s report, released in 2017, concluding on a carbon price of $40-$80 per tonne of CO2e by 2020, rising to $50-$100 per tonne by 2030. The carbon prices used for our 1.5°C scenario analysis for the medium to long term (2030–2050) range from $90/tonne to $250/tonne across the proactive and reactive pathways. These are based on the IEA’s Global Energy and Climate ('GEC') 2023 Model 'Net Zero Emissions by 2050 Scenarios' which assume that carbon prices rise rapidly across all advanced economies as well as in emerging economies with net zero emissions pledges. Our carbon pricing progression thus reflects the expectation from IEA modelling that carbon prices will increase from current prevailing levels. Regulatory and Market Risks Key assumptions Sensitivity 2030 2039 2050 1. Carbon tax and voluntary carbon removal costs We quantified how high prices from carbon regulations and voluntary removal markets for our upstream Scope 3 emissions might impact our raw and packaging materials costs, our distribution costs and the neutralisation of our residual emissions post-2039. ■ Absolute zero Scope 1 and 2 emissions by 2030 ■ Scope 3 emissions taxes exclude indirect consumer use emissions ■ 90% reduction of emissions by 2050 from 2021 baseline ■ Carbon price would reach 250 USD/ tonne by 2050, rising more aggressively in early years in a proactive scenario ■ The price of carbon removals would reach 88 USD/ tonne by 2050 ■ Removal of 100% emissions on and after 2039 ■ 100% of emissions on or after 2039 exposed to both removal costs and carbon taxes p -5.4 -10.4 -1.8 r -3.5 -9.3 -1.8 2. Land use regulation impact on food crop outputs We quantified how changing land use regulation to promote the conversion of current and future food crops to forests could drive reduced crop output and lead to increased raw material prices, impacting sourcing costs. ■ By 2050, in a proactive scenario, land use regulation would increase prices by: ■ Palm: ~28% ■ Commodities and food ingredients: ~33% ■ By 2050, in a reactive scenario, land use regulation would increase prices by: ■ Palm: ~10% ■ Commodities and food ingredients: ~11% p -0.8 -2.1 -5.1 r -0.3 -0.7 -1.7 3. Impact of rising energy prices for suppliers and in manufacturing We quantified how electricity and gas price increases could impact both total energy annual spend as well as indirect cost increases passed through from raw material suppliers. ■ High uncertainty surrounds possible shifts to energy prices during a transition to 1.5°C world ■ Analysis assumes that by 2050 average electricity prices would: ■ Rise ~16% in The Americas ■ Rise ~18% in Europe ■ Decline ~1% in ASIA/AMET/RUB(b) ■ By 2050, average global gas prices would rise by ~141% p -0.6 -1.5 -3.4 r -0.6 -1.5 -3.4 (a) These potential financial impacts are based on high-level quantitative assessments of certain risk and opportunity areas which could impact us in 2030, 2039 and 2050 and assume no actions to mitigate risk are taken and if no actions to capitalise on opportunities are taken. (b) Refers to Asia, Africa, Middle East, Turkey, Ukraine and Belarus. Financial quantification of assessed risks and opportunities Potential financial impact on profit in the year (€bn)(a) STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year 54 Unilever Annual Report on Form 20-F 2023
Physical Environmental Risks Key assumptions Sensitivity 2030 2039 2050 4. Water scarcity impact on crop yields We quantified how increased water- stressed areas and prolonged droughts would reduce crop outputs due to water scarcity in agricultural regions, decreasing crop viability, and impacting raw material prices. ■ By 2050, in a proactive scenario, water scarcity would increase prices by: ■ Palm: ~10% ■ Commodities and food ingredients: ~11% ■ By 2050, in a reactive scenario, water scarcity would increase prices by: ■ Palm: ~14% ■ Commodities and food ingredients: ~16% p -0.2 -0.5 -1.2 r -0.3 -0.7 -1.7 5. Extreme weather (temperature) impact on crop yields We quantified how extreme weather events such as sustained high temperatures could impact crop output and therefore sourcing costs across key commodities. ■ By 2050, in a proactive scenario, extreme weather would increase prices by: ■ Palm: ~12%; ■ Commodities and food ingredients: ~14% ■ By 2050, in a reactive scenario, extreme weather would increase prices by: ■ Palm: ~18% ■ Commodities and food ingredients: ~21% p -0.3 -0.8 -1.9 r -0.4 -1.1 -2.8 Opportunities Key assumptions Sensitivity 2030 2039 2050 6. Growth in plant-based foods category We quantified the potential revenue opportunity from anticipated growth in the global plant-based foods market and possible market share in 2025. ■ By 2050, the total global market for plant-based products would rise to ~USD 1.6 trillion ■ Maintain a constant market share ■ Product mix and product margins would remain constant p 0.5 1.7 6.4 r 0.5 1.7 6.4 Financial quantification of assessed risks and opportunities Potential financial impact on profit in the year (€bn)(a) Next steps The analysis suggests that policy interventions and changing socio-economic trends, such as regulations related to carbon pricing, land use, product composition, sourcing transparency and product labelling, and EPR would have the most significant impact on our value chain along the journey to a 1.5°C world. The next level of impact would be as a result of the transition of the energy system with rising energy prices and market volatility. We would also experience the impact of physical environment risks associated with a warmer climate, even in a 1.5°C world. While the potential risks and financial impact of limiting global warming to 1.5°C are significant if no mitigating actions are taken, the impact of the potential risks that would exist if we were not to reduce warming to 1.5°C is potentially even more significant. The outcomes from our analysis provide us with initial high-level insights into these potential business and financial impacts. These form an important input to our strategic planning process and updated CTAP. In summary, the radical and disruptive system-wide transformation we could face in the journey to limit warming to 1.5°C by 2100, would present a significant range of material risks, where regulatory and economic risks would be the most disruptive. However, many opportunities would also emerge, which we would be well placed to seize given our ambitious goals and targets are aligned with a proactive route towards net zero by 2039. There is still much to do to advance our understanding of the risks and opportunities facing our business and our industry, and our strategic responses to such a radically different future. This analysis represents an important step to continue to engage and challenge our business and our stakeholders to define how we can make sustainable living commonplace. Metrics and targets Our CTAP includes key metrics and targets to assess and manage climate risks and opportunities across our value chain. Two of the targets are recognised as science-based targets by the Science Based Targets initiative (SBTi). We intend to retire our target to halve our greenhouse gas impact across the lifecycle by 2030 in 2024. Therefore, we have submitted two new Scope 3 near-term targets to the SBTi during 2023 which are awaiting approval – see page 46 for more details. A summary of the climate metrics and targets we are currently able to measure can be found on pages 46 to 47, and form part of these TCFD disclosures. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Review of the Year Unilever Annual Report on Form 20-F 2023 55
Unilever Group performance Unilever 2023 2022 2021 Turnover growth (0.8) % 14.5 % 3.4 % Underlying sales growth* 7.0 % 9.0 % 4.5 % Underlying volume growth* 0.2 % (2.1) % 1.6 % Operating margin 16.4 % 17.9 % 16.6 % Underlying operating margin* 16.7 % 16.1 % 18.4 % Cash flow from operating activities €11.6bn €10.1bn €10.3bn Free cash flow* €7.1bn €5.2bn €6.4bn Net cash flow (used in)/from investing activities €(2.3)bn €2.5bn €(3.2)bn Net cash flow (used in)/from financing activities €(7.2)bn €(8.9)bn €(7.1)bn Business Group performance Beauty & Wellbeing 2023 2022 2021 Turnover €12.5bn €12.3bn €10.1bn Turnover growth 1.8 % 20.8 % 11.6 % Underlying sales growth* 8.3 % 7.8 % 8.5 % Operating margin 17.7 % 17.6 % 21.1 % Underlying operating margin* 18.7 % 18.7 % 22.1 % Personal Care 2023 2022 2021 Turnover €13.8bn €13.6bn €11.7bn Turnover growth 1.4 % 15.9 % (2.3) % Underlying sales growth* 8.9 % 7.9 % 0.3 % Operating margin 21.4 % 16.6 % 19.9 % Underlying operating margin* 20.2 % 19.6 % 21.3 % STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Financial performance 56 Unilever Annual Report on Form 20-F 2023
Business Group performance continued Home Care 2023 2022 2021 Turnover €12.2bn €12.4bn €10.6bn Turnover growth (1.8) % 17.3 % 1.1 % Underlying sales growth* 5.9 % 11.8 % 3.9 % Operating margin 11.6 % 8.6 % 12.2 % Underlying operating margin* 12.3 % 10.8 % 13.4 % Nutrition 2023 2022 2021 Turnover €13.2bn €13.9bn €13.1bn Turnover growth (5.0) % 6.1 % 4.9 % Underlying sales growth* 7.7 % 8.6 % 5.5 % Operating margin 18.3 % 32.4 % 16.1 % Underlying operating margin* 18.6 % 17.6 % 19.3 % Ice Cream 2023 2022 2021 Turnover €7.9bn €7.9bn €6.9bn Turnover growth 0.5 % 14.8 % 3.2 % Underlying sales growth* 2.3 % 9.0 % 5.7 % Operating margin 9.6 % 9.8 % 12.1 % Underlying operating margin* 10.8 % 11.7 % 13.9 % ∗ Key Financial Indicators. Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures on pages 59 to 64. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 57
Additional financial disclosures Cash flow Cash flow from operating activities increased by €1.5 billion. This included a €0.8 billion favourable working capital movement in 2023 compared to a €0.4 billion outflow in 2022. This was partly driven by a reduction of inventories of €(0.8) billion due to the disposal of Dollar Shave Club and Suave and an improvement in the average inventory days on hand. Receivables also decreased by €(0.8) billion offset by reduced payables of €(0.3) billion. The drivers included the exit of the TSA arrangement relating to the disposal of the global tea business. € million 2023 2022 Operating profit 9,758 10,755 Depreciation, amortisation and impairment 1,579 1,946 Changes in working capital 814 (422) Pensions and similar obligations less payments (281) (119) Provisions less payments (185) 203 Elimination of (profits)/losses on disposals (433) (2,335) Non-cash charge for share-based compensation 212 177 Other adjustments 97 (116) Cash flow from operating activities 11,561 10,089 Income tax paid (2,135) (2,807) Net capital expenditure (1,703) (1,627) Net interest paid (632) (457) Free cash flow* 7,091 5,198 Net cash flow (used in)/from investing activities (2,294) 2,453 Net cash flow (used in)/from financing activities (7,193) (8,890) Income tax paid decreased by €(0.7) billion compared to the prior year due to tax refunds, lower tax on disposals, changes in geographical profit footprint and other one-off items. Net cash flow used in investing activities was €(2.3) billion compared to €2.5 billion in the prior year. This variance was primarily due to the cash proceeds received from the disposal of the global tea business in 2022 of €4.6 billion. The net cash outflow in 2023 was primarily the result of capital expenditure, purchase of financial assets and acquisitions, partly offset by proceeds from the disposals of Suave and Dollar Shave Club. Capital expenditure was at a similar level as the prior year. Net cash flow used in financing activities was €(7.2) billion compared to €(8.9) billion in the prior year primarily due to a lower net repayment of borrowings of €1.7 billion. The impact from share buybacks was consistent with the prior year. Balance sheet € million 2023 2022 Goodwill and intangible assets 39,466 40,489 Other non-current assets 17,898 18,175 Current assets 17,902 19,157 Total assets 75,266 77,821 Current liabilities 23,507 25,427 Non-current liabilities 30,995 30,693 Total liabilities 54,502 56,120 Shareholders’ equity 18,102 19,021 Non-controlling interest 2,662 2,680 Total equity 20,764 21,701 Total liabilities and equity 75,266 77,821 Goodwill and intangible assets were €39.5 billion. This was a decrease of €(1.0) billion compared to the prior year. The decrease was due to an adverse currency impact of €1.0 billion, with other movements from the acquisitions of Yasso and OZiva offset by the disposal of Suave and classification of Elida Beauty as held for sale. See note 21 on pages 220 to 222 and note 9 on pages 195 to 197 for more. Other non-current assets decreased by €(0.3) billion with a reduced net pension surplus mainly due to lower interest rates leading to increased pension liabilities, partly offset by the increased value of bonds and similar assets. Current assets decreased by €(1.3) billion led by trade and other current receivables, inventories and cash and cash equivalents, partly offset by an increase in other financial assets and assets held for sale following the announcement on the sale of the Elida Beauty business. Inventories decreased by €(0.8) billion due to currency movements, improved inventory days on hand and the impact of business disposals. Receivables decreased by €(1.3) billion, including the impact of €(0.6) billion due to currency movements and €(0.7) billion due to the exit of the TSA relating to the disposal of our global tea business. Cash and cash equivalents decreased by €(0.2) billion. Non-controlling interest was flat versus the prior year. Net debt* Closing net debt was €23.7 billion, in line with 31 December 2022. Capital returns of €4.4 billion in dividends and €1.5 billion in share buybacks to PLC shareholders, as well as net spend on acquisition and disposal activity, were fully funded by the free cash flow delivery of €7.1 billion. Movement in net pension liability/asset The table below shows the movement in net pension liability/ asset during the year. Pension assets net of liabilities were in surplus of €2.4 billion at the end of 2023 compared with a surplus of €2.6 billion at the end of 2022. The decrease was primarily driven by reductions in interest rates increasing liabilities more than assets. € million 2023 1 January 2,569 Gross service cost (128) Employee contributions 11 Actual return on plan assets (excluding interest) 131 Net interest income/(cost) 110 Actuarial gain/(loss) (870) Employer contributions 407 Currency retranslation 186 Other movements(a) (15) 31 December 2,401 (a) Other movements relate to special termination benefits, changes in asset ceiling, past service costs including losses/(gains) on curtailment, settlements and other immaterial movements. For more details see note 4B on pages 185 to 190. * Certain measures used in our reporting are not defined under IFRS. For further information about these measures, please refer to the commentary on non- GAAP measures on pages 59 to 64. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 58 Unilever Annual Report on Form 20-F 2023
Finance and liquidity Approximately €0.9 billion (or 21%) of the Group’s cash and cash equivalents are held in central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. We maintain access to global debt markets through an infrastructure of short- and long-term debt programmes. We make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages 208 to 214. The remaining €3.3 billion (or 79%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €98 million (2022: €449 million, 2021: €83 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available in any means for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations. We closely monitor all our exposures and counter-party limits. Unilever has committed credit facilities in place for general corporate purposes. The undrawn bilateral committed credit facilities in place on 31 December 2023 were $5,200 million and €2,600 million. Further information on liquidity management is set out in note 16A to the consolidated financial statements. Material cash commitments from contractual and other obligations The following table shows the amount of our contractual and other obligations as at 31 December 2023. The material cash commitments from contractual and other obligations arise from our borrowings which include bonds, commercial paper, bank and other loans, interest on these borrowings and trade payables and accruals. € million 2023 Due within 1 year Due in 1-3 years Due in 3-5 years Due in over 5 years Bonds 25,782 2,595 5,048 5,932 12,207 Commercial paper, bank and other loans 1,973 1,972 1 — — Interest on financial liabilities 4,268 607 1,032 805 1,824 Trade payables and accruals 16,245 16,113 86 20 26 Lease liabilities 1,691 407 576 346 362 Other lease commitments 291 64 42 37 148 Purchase obligations(a) & other long-term commitments 4,370 1,510 1,806 789 265 Others (b) 715 306 407 — 2 Total 55,335 23,574 8,998 7,929 14,834 (a) For raw and packaging materials and finished goods. (b) Includes other financial liabilities and deferred consideration for acquisitions. Further details are set out in the following notes to the consolidated financial statements: note 10 on pages 197 to 199, note 15C on pages 206 to 207, and note 20 on pages 219 and 220. We are satisfied that our financing arrangements are adequate to meet our short-term and long-term cash requirements. In relation to the facilities available to the Group, borrowing requirements do not fluctuate materially during the year and are not seasonal. Guaranteed US debt securities At 31 December 2023, the Group had in issue US$11.2 billion (2022: US$10.8 billion; 2021: US$12.1 billion) bonds in connection with a US shelf registration. See page 255 for more information on these bonds and related commentary on guarantor information. Non-GAAP measures Certain discussions and analyses set out in this Annual Report and Accounts (and the Additional Information for US Listing Purposes) include measures which are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, and our ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Wherever appropriate and practical, we provide reconciliation to relevant GAAP measures. Explanation and reconciliation of non-GAAP measures Unilever uses ‘constant rate’ and ‘underlying’ measures primarily for internal performance analysis and targeting purposes. We present certain items, percentages and movements, using constant exchange rates, which exclude the impact of fluctuations in foreign currency exchange rates. We calculate constant currency values by translating both the current and the prior period local currency amounts using the prior year average exchange rates into euro, except for the local currency of entities that operate in hyperinflationary economies. These currencies are translated into euros using the prior year closing exchange rate before the application of IAS 29. The table below shows exchange rate movements in our key markets. Annual average rate in 2023 Annual average rate in 2022 Brazilian real (€1 = BRL) 5.405 5.414 Chinese yuan (€1 = CNY) 7.635 7.047 Indian rupee (€1 = INR) 89.232 82.303 Indonesia rupiah (€1 = IDR) 16,457 15,535 Philippine peso (€1 = PHP) 60.110 57.194 UK pound sterling (€1 = GBP) 0.870 0.851 US dollar (€1 = US$) 1.081 1.050 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 59
In the following sections, we set out our definitions of the following non-GAAP measures and provide reconciliation to relevant GAAP measures: ■ underlying sales growth; ■ underlying price growth; ■ underlying volume growth; ■ non-underlying items; ■ underlying operating profit and underlying operating margin; ■ underlying earnings per share; ■ underlying effective tax rate; ■ constant underlying earnings per share; ■ free cash flow; ■ cash conversion; ■ net debt; ■ underlying return on invested capital; and ■ underlying return on assets. Underlying sales growth Underlying sales growth (USG) refers to the increase in turnover for the period, excluding any change in turnover resulting from acquisitions, disposals, changes in currency and price growth in excess of 26% in hyperinflationary economies. Inflation of 26% per year compounded over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary. We believe this measure provides valuable additional information on the underlying sales performance of the business and is a key measure used internally. The impact of acquisitions and disposals is excluded from USG for a period of 12 calendar months from the applicable closing date. Turnover from acquired brands that are launched in countries where they were not previously sold is included in USG as such turnover is more attributable to our existing sales and distribution network than the acquisition itself. The reconciliation of changes in the GAAP measure of turnover to USG is as follows: 2023 vs 2022 (%) Beauty & Wellbeing Personal Care Home Care Nutrition Ice Cream Group Turnover growth(a) 1.8 1.4 (1.8) (5.0) 0.5 (0.8) Effect of acquisitions 1.9 — — — 0.9 0.5 Effect of disposals (1.7) (0.9) — (6.9) — (2.1) Effect of currency-related items, (6.2) (6.1) (7.2) (5.2) (2.7) (5.7) of which: Exchange rate changes (7.5) (8.0) (10.3) (6.8) (5.4) (7.8) Extreme price growth in hyperinflationary markets(b) 1.5 2.1 3.4 1.7 2.8 2.2 Underlying sales growth(b) 8.3 8.9 5.9 7.7 2.3 7.0 2022 vs 2021 (%) Turnover growth(a) 20.8 15.9 17.3 6.1 14.8 14.5 Effect of acquisitions 3.8 — — 0.3 — 0.8 Effect of disposals (0.1) — — (7.1) — (1.8) Effect of currency-related items, 8.1 7.4 4.9 4.9 5.4 6.2 of which: Exchange rate changes 6.9 6.2 2.6 3.6 3.9 4.7 Extreme price growth in hyperinflationary markets(b) 1.0 1.1 2.2 1.2 1.5 1.4 Underlying sales growth(b) 7.8 7.9 11.8 8.6 9.0 9.0 2021 vs 2020 (%) Turnover growth(a) 11.6 (2.3) 1.1 4.9 3.2 3.4 Effect of acquisitions 6.0 — — 1.3 — 1.4 Effect of disposals — — (0.1) (0.3) (0.1) (0.1) Effect of currency-related items, (3.0) (2.6) (2.6) (1.5) (2.3) (2.4) of which: Exchange rate changes (3.1) (2.9) (2.9) (1.8) (2.6) (2.6) Extreme price growth in hyperinflationary markets(b) 0.2 0.3 0.3 0.3 0.4 0.3 Underlying sales growth(b) 8.5 0.3 3.9 5.5 5.7 4.5 (a) Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components. (b) Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above, and an equal and opposite amount is shown as extreme price growth in hyperinflationary markets. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 60 Unilever Annual Report on Form 20-F 2023
Underlying volume growth Underlying volume growth (UVG) is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact on USG due to changes in prices. Underlying price growth Underlying price growth (UPG) is part of USG and means, for the applicable period, the increase in turnover attributable to changes in prices during the period. UPG therefore excludes the impact to USG due to (i) the volume of products sold; and (ii) the composition of products sold during the period. In determining changes in price we exclude the impact of price growth in excess of 26% per year in hyperinflationary economies as explained in USG above. The relationship between USG, UVG and UPG is set out below: 2023 vs 2022 2022 vs 2021 2021 vs 2020 Underlying volume growth (%) 0.2 (2.1) 1.6 Underlying price growth (%) 6.8 11.3 0.3 Underlying sales growth (%) 7.0 9.0 1.9 Non-underlying items Several non-GAAP measures are adjusted to exclude items defined as non-underlying due to their nature and/or frequency of occurrence: ■ Non-underlying items within operating profit are: gains or losses on business disposals, acquisition and disposal related costs, restructuring costs, impairments and other items within operating profit classified here due to their nature and frequency. ■ Non-underlying items not in operating profit but within net profit are: net monetary gain/(loss) arising from hyperinflationary economies and significant and unusual items in net finance cost, share of profit/(loss) of joint ventures and associates and taxation. ■ Non-underlying items are both non-underlying items within operating profit and those non-underlying items not in operating profit but within net profit. The breakdown of non-underlying items is shown below: € million € million € million 2023 2022 2021 Non-underlying items within operating profit before tax (173) 1,072 (934) Acquisition and disposal-related costs(a) (242) (50) (332) Gain on disposal of group companies(b) 489 2,335 36 Restructuring costs(c) (499) (777) (632) Impairments(d) (1) (221) (17) Other(e) 80 (215) 11 Tax on non-underlying items within operating profit 207 273 219 Non-underlying items within operating profit after tax 34 1,345 (715) Non-underlying items not in operating profit but within net profit before tax (153) (164) (64) Interest related to the UK tax audit of intangible income and centralised services (11) (7) 10 Net monetary gain/(loss) arising from hyperinflationary economies (142) (157) (74) Tax impact of non-underlying items not in operating profit but within net profit 12 (121) (41) Tax related to the separation of the Tea business (4) (35) – Taxes related to the reorganisation of our European business – – 31 Taxes related to the UK tax audit of intangible income and centralised services (5) (5) (29) Hyperinflation adjustment for Argentina and Turkey deferred tax 21 (81) (43) Non-underlying items not in operating profit but within net profit after tax (141) (285) (105) Non-underlying items after tax(f) (107) 1,060 (820) Attributable to: Non-controlling interest (6) (14) (30) Shareholders' equity (101) 1,074 (790) (a) 2023 includes a charge of €104 million for the revaluation of the minority interest liability of Nutrafol, €43 million relating to the disposal of Elida Beauty and €10 million (2022: €42 million) relating to the disposal of the global tea business. (b) 2023 includes a gain of €497 million related to the disposal of Suave business in North America. 2022 includes a gain of €2,303 million related to the disposal of the global tea business. (c) Restructuring costs are comprised of strategic organisational change programmes (including Compass), and transformational technology and supply chain projects. (d) 2022 includes an impairment charge of €192 million relating to Dollar Shave Club. (e) 2023 includes €28 million net release after utilisation to the provision (2022: €89 million charge) relating to a product recall and market withdrawal by The Laundress, €107 million release (2022: €82 million charge) relating to legal provisions for ongoing competition investigations and €54 million charge (2022: €42 million charge) relating to our businesses in Russia and Ukraine. (f) Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net profit after tax. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 61
Underlying operating profit and underlying operating margin Underlying operating profit and underlying operating margin mean operating profit and operating margin before the impact of non-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for making decisions about allocating resources and assessing performance of the segments. The Group reconciliation of operating profit to underlying operating profit is as follows: € million 2023 2022 2021 Operating profit 9,758 10,755 8,702 Non-underlying items within operating profit 173 (1,072) 934 Underlying operating profit 9,931 9,683 9,636 Turnover 59,604 60,073 52,444 Operating margin 16.4% 17.9% 16.6% Underlying operating margin 16.7% 16.1% 18.4% Further details on non-underlying items can be found on page 61 of the consolidated financial statements. Refer to note 2 on page 181 for the reconciliation of operating profit to underlying operating profit by division. For each division, operating margin is computed as operating profit divided by turnover and underlying operating margin is computed as underlying operating profit divided by turnover. Underlying earnings per share Underlying earnings per share (underlying EPS) is calculated as underlying profit attributable to shareholders’ equity divided by the diluted average number of ordinary shares. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted to eliminate the post-tax impact of non-underlying items. This measure reflects the underlying earnings for each share unit of the Group. The reconciliation of net profit attributable to shareholders’ equity to underlying profit attributable to shareholders' equity is as follows: € million 2023 2022 2021 Net profit 7,140 8,269 6,621 Non-controlling interests (653) (627) (572) Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share 6,487 7,642 6,049 Post-tax impact of non-underlying items 101 (1,074) 790 Underlying profit attributable to shareholders’ equity – used for underlying earnings per share 6,588 6,568 6,839 Adjusted average number of shares (millions of share units) 2,532.4 2,559.8 2,609.6 Diluted EPS (€) 2.56 2.99 2.32 Underlying EPS – diluted (€) 2.60 2.57 2.62 Underlying effective tax rate The underlying effective tax rate is calculated by dividing taxation excluding the tax impact of non-underlying items by profit before tax excluding the impact of non-underlying items and share of net profit/(loss) of joint ventures and associates. This measure reflects the underlying tax rate in relation to profit before tax excluding non-underlying items before tax and share of net (profit)/loss of joint ventures and associates. Tax impact on non-underlying items within operating profit is the sum of the tax on each non-underlying item, based on the applicable country tax rates and tax treatment. This is shown in the table: € million 2023 2022 Taxation 2,199 2,068 Tax impact of: Non-underlying items within operating profit 207 273 Non-underlying items not in operating profit but within net profit(a) 12 (121) Taxation before tax impact of non-underlying 2,418 2,220 Profit before taxation 9,339 10,337 Share of net (profit)/loss of joint ventures and associates (231) (208) Profit before tax excluding share of net profit/ (loss) of joint ventures and associates 9,108 10,129 Non-underlying items within operating profit before tax(a) 173 (1,072) Non-underlying items not in operating profit but within net profit before tax 153 164 Profit before tax excluding non-underlying items before tax and share of net profit/(loss) of joint ventures and associates 9,434 9,221 Effective tax rate 24.1 20.4 Underlying effective tax rate 25.6 24.1 (a) See page 61 for further details. Constant underlying earnings per share Constant underlying earnings per share (constant underlying EPS) is calculated as underlying profit attributable to shareholders’ equity at constant exchange rates and excluding the impact of both translational hedges and price growth in excess of 26% per year in hyperinflationary economies divided by the diluted average number of ordinary share units. This measure reflects the underlying earnings for each ordinary share unit of the Group in constant exchange rates. The reconciliation of underlying profit attributable to shareholders’ equity to constant underlying earnings attributable to shareholders’ equity and the calculation of constant underlying EPS is as follows: € million 2023 2022 Underlying profit attributable to shareholders’ equity 6,588 6,568 Impact of translation from current to constant exchange rates and translational hedges 992 (10) Impact of price growth in excess of 26% per year in hyperinflationary economies(a) (378) — Constant underlying earnings attributable to shareholders’ equity 7,202 6,558 Diluted average number of share units (millions of units) 2,532.4 2,559.8 Constant underlying EPS (€) 2.84 2.56 (a) See pages 59 to 61 for further details. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 62 Unilever Annual Report on Form 20-F 2023
Free cash flow Free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditure and net interest payments. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any. The reconciliation of cash flow from operating activities to FCF is as follows: € million 2023 2022 2021 Cash flow from operating activities 11,561 10,089 10,305 Income tax paid (2,135) (2,807) (2,333) Net capital expenditure (1,703) (1,627) (1,239) Net interest payments (632) (457) (340) Free cash flow 7,091 5,198 6,393 Net cash flow (used in)/from investing activities (2,294) 2,453 (3,246) Net cash flow (used in)/from financing activities (7,193) (8,890) (7,099) Cash conversion Unilever defines cash conversion as free cash flow excluding tax on disposal as a proportion of net profit, excluding P&L on disposal and income from joint ventures, associates and non-current investments. This reflects our ability to convert profit to cash. € million 2023 2022 Net profit 7,140 8,269 Gain on disposal of group companies (489) (2,335) Share of net profit of joint ventures and associates (231) (208) Other loss/(income) from non-current investments and associates 22 (24) Tax on gain on disposal of group companies (69) (1) Net profit excluding P&L on disposals, JV, associates, NCI 6,373 5,701 Free cash flow 7,091 5,198 Cash impact of tax on disposal 14 330 Free cash flow excluding cash impact of tax on disposal 7,105 5,528 Cash conversion (%) 111 97 Net debt Net debt is a measure that provides valuable additional information on the summary presentation of the Group’s net financial liabilities and is a measure in common use elsewhere. Net debt is defined as the excess of total financial liabilities, excluding trade payables and other current liabilities, over cash, cash equivalents and other current financial assets, excluding trade and other current receivables, and non- current financial asset derivatives that relate to financial liabilities. € million 2023 2022 Total financial liabilities (29,622) (29,488) Current financial liabilities (5,087) (5,775) Non-current financial liabilities (24,535) (23,713) Cash and cash equivalents as per balance sheet 4,159 4,326 Cash and cash equivalents as per cash flow statement 4,045 4,225 Add: bank overdrafts deducted therein 116 101 Less: cash and cash equivalents held for sale (2) 0 Other current financial assets 1,731 1,435 Non-current financial assets derivatives that relate to financial liabilities 75 51 Net debt (23,657) (23,676) Underlying return on invested capital Underlying return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. The measure provides a guide rail for long-term value creation and encourages compounding reinvestment within the business and discipline around acquisitions with low returns and long payback. Underlying ROIC is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilities. € million 2023 2022 Operating profit 9,758 10,755 Non-underlying items within operating profit 173 (1,072) Underlying operating profit before tax 9,931 9,683 Tax on underlying operating profit (2,545) (2,331) Underlying operating profit after tax 7,386 7,352 Goodwill 21,109 21,609 Intangible assets 18,357 18,880 Property, plant and equipment 10,707 10,770 Net assets held for sale 516 24 Inventories 5,119 5,931 Trade and other current receivables 5,775 7,056 Trade payables and other current liabilities (16,857) (18,023) Period-end invested capital 44,726 46,247 Average invested capital for the period 45,487 46,005 Underlying return on invested capital (%) 16.2 16.0 (a) Tax on underlying operating profit is calculated as underlying operating profit before tax multiplied by underlying effective tax rate of 25.6% (2022: 24.1%) which is shown on page 62. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 63
Underlying return on assets Underlying return on assets is a measure of the return generated on assets for each Business Group. This measure provides additional insight on the performance of the Business Groups and assists in formulating long-term strategies with respect to allocation of capital across Business Groups. Business Group underlying return on assets is calculated as underlying operating profit after tax for the Business Group divided by the annual average of: property, plant and equipment, net assets held for sale (excluding goodwill and intangibles), inventories, trade and other current receivables, and trade payables and other current liabilities for each Business Group. The annual average is computed by adding the amounts at the beginning and the end of the calendar year and dividing by two. € million 2023 Beauty & Wellbeing Personal Care Home Care Nutrition Ice Cream Total Underlying operating profit before tax 2,331 2,792 1,496 2,460 852 9,931 Tax on underlying operating profit (597) (716) (383) (631) (218) (2,545) Underlying operating profit after tax 1,734 2,076 1,113 1,829 634 7,386 Property plant and equipment 1,773 2,340 1,979 1,976 2,639 10,707 Net assets held for sale — (31) — 15 — (16) Inventories 1,179 1,128 785 1,090 937 5,119 Trade and other receivables 1,208 1,340 1,180 1,279 768 5,775 Trade payables and other current liabilities (3,439) (3,746) (3,626) (3,646) (2,400) (16,857) Period-end assets (net) 721 1,031 318 714 1,944 4,728 Average assets for the period (net) 880 1,164 420 866 1,910 5,241 Underlying return on assets (%) 197 178 265 211 33 141 2022 Underlying operating profit before tax 2,292 2,679 1,344 2,449 919 9,683 Tax on underlying operating profit (552) (644) (324) (590) (221) (2,331) Underlying operating profit after tax 1,740 2,035 1,020 1,859 698 7,352 Property plant and equipment 1,775 2,259 2,112 2,196 2,428 10,770 Net assets held for sale — 2 — 20 — 22 Inventories 1,386 1,352 909 1,267 1,017 5,931 Trade and other receivables 1,439 1,601 1,457 1,632 927 7,056 Trade payables and other current liabilities (3,562) (3,918) (3,955) (4,095) (2,493) (18,023) Period-end assets (net) 1,038 1,296 523 1,020 1,879 5,756 Average assets for the period (net) 979 1,403 558 1,295 1,780 6,015 Underlying return on assets (%) 178 145 183 144 39 122 Other information Accounting standards and critical accounting policies The consolidated financial statements have been prepared in accordance with IFRS as adopted by the UK and IFRS as issued by the International Accounting Standards Board. The accounting policies are consistent with those applied in 2022 except for the recent accounting developments as set out in note 1 on pages 177 to 179. The critical accounting estimates and judgements and those that are most significant in connection with our financial reporting are set out in note 1 on pages 177 to 179. Auditor's report The Report of Independent Registered Public Accounting Firm issued by KPMG LLP on the consolidated results of the Group, as set out in the financial statements, was unqualified and contained no exceptions or emphasis of matter. For more details see pages 157 to 172. 2022 financial review The financial review for the year ended 31 December 2022 can be found on pages 54 to 59 of our Annual Report and Accounts on Form 20-F filed with the United States Securities and Exchange Commission on 13 March 2023. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 64 Unilever Annual Report on Form 20-F 2023
Climate Goal 2023 2022 2021 Zero GHG emissions in our operations by 2030 (% change in tonnes of GHG emissions from energy and refrigerant use since 2015)(a)(b) -100% '-74% '-68% -64% Halve GHG impact of our products across the lifecycle by 2030 (% change in grams of CO2e per consumer use since 2010)(c) -50% '-21% -19% '-14% Nature Goal 2023 2022 2021 Deforestation-free supply chain in palm oil, paper & board, tea, soy and cocoa by 2023 (% of palm oil, paper and board, tea, soy and cocoa order volumes which were deforestation- free by the end of 2023)(d) 100% 97.5%(e) – – Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030 (hectares) 1.5m 0.3m 0.2m 0.1m 100% sustainable sourcing of our key agricultural crops (% purchased)(f) 100% 79% 81% 79% Implement water stewardship programmes in 100 locations in water-stressed areas by 2030 (number of water stewardship programmes) 100 13 8 – Plastics Goal 2023 2022 2021 50% virgin plastic reduction by 2025 (% change in total tonnes of virgin plastic used vs 2019 baseline)(a)(g) -50% -18% '-13% '-8% 100% reusable, recyclable or compostable plastic packaging by 2025 (% of total tonnes of reusable, recyclable or compostable plastic packaging used)(a)(g)(h) 100% 53% 55% 53% 25% recycled plastic by 2025 (% of total used in packaging)(a)(g) 25% 22% 21% 18% Collect and process more plastic than we sell by 2025 (tonnes of plastic packaging collected and processed, % of tonnes of plastic sold)(a)(g) 100% 61% 58% – Livelihoods Goal 2023 2022 2021 Spend €2 billion annually with diverse businesses worldwide by 2025 (€ spend) €2bn €1.1bn €818m €445m Help 5 million SMEs to grow their business by 2025 (number of SMEs)(i) 5m 1.9m 1.8m 1.2m Δ This table provides an overview of progress against the goals we set in 2021, aligned with our four sustainability focus areas announced as part of the Growth Action Plan. See page 38 to 47 for progress commentary. Additional non-financial metrics can be found on page 66. (a) Measured for 12-month period ended 30 September. (b) These emissions exclude Scope 1 & 2 emissions related to small office and logistics sites, fuel consumption from company vehicles, methane and N2O from both fossil fuels and biofuels, and SF6 from electrical insulators in grid connections. (c) Measured for the 12-month period ended 30 June. (d) Deforestation-free refers to the meeting of Unilever's deforestation-free requirements. (e) Measured for all commodity volumes ordered for the 3-month period October to December 2023 except for order volumes of palm oil for India measured only for December 2023. (f) Comprising 66% key agricultural crops purchased from suppliers that comply with the requirements set out in Unilever’s Sustainable Agriculture Code 2017 (71% in 2022, 69% in 2021) and, 13% purchased from non-sustainable suppliers but have been matched by credits purchased for raw materials (10% in 2022, 10% in 2021). (g) Scope of reporting on our plastic goals is 27 countries. (h) Refers to ‘actual recyclability’ of plastic packaging, meaning that it is both technically possible to recycle the material; and that there are established examples to recycle the material in the region where it is sold. (i) Measured for the 3-month period October to December. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Non-financial performance Unilever Annual Report on Form 20-F 2023 65
Additional non-financial metrics The following table details our progress against a number of the goals we set in 2021. Progress against our non-financial KPIs can be found on page 65. Additional non-financial metrics Goal 2023 2022 2021 €1.5 billion of sales per annum from plant-based products in categories whose products are traditionally using animal-derived ingredients by 2025 (€ sales) €1.5bn €1.2bn €1.2bn – Double the number of products sold that deliver positive nutrition by 2025 (% of servings sold)(a) 54% 52% 48% 41% 85% of our portfolio to meet Unilever’s Science-based Nutrition Criteria by 2028 (% of servings sold) (a) 85% 81% – – 95% of packaged ice cream to contain no more than 22g total sugar per serving by 2025 (% of sales by volume)(a) 95% 89% 89% 89% 95% of packaged ice cream to contain no more than 250 kcal per serving by 2025 (% of sales by volume)(a) 95% 94%† 94% 94% Take action through our brands to improve health and wellbeing and advance equity and inclusion, reaching 1 billion people per year by 2030 (number of people reached through brand communications and initiatives)(b) 1bn 638m 667m 686m Reskill or upskill our employees with future-fit skills by 2025 (% of employees with future-fit skills) 100% 24% 15% 7% Halve food waste in our operations by 2025 (% change since 2019) -50% '-30% -17% -4% Maintain zero non-hazardous waste to landfill in our factories (% disposed) 0% 0% 0% 0% (a) Measured for 12-month period ended 30 September. (b) Lifebuoy, Dove, Signal/Pepsodent and Vaseline contribute to this goal. Section 172 statement Under Section 172 of the UK Companies Act 2006 (‘Section 172’) directors must act in the way that they consider, in good faith, would be most likely to promote the success of their company. In doing so, our Directors must have regard to stakeholders and the other matters set out in Section 172. Our Section 172 statement includes the information set out on pages 91 to 94 of the Governance Report. Pages 91 to 92 identifies our key stakeholders and provides examples of how the business engaged them during 2023, with cross references to the Review of the Year section for more detail. Pages 93 to 94 details how our Directors have taken steps to understand the needs and priorities of these stakeholders when setting Unilever’s strategy and taking decisions concerning the business, including by direct engagement or via their delegated committees and forums. The relevance of each stakeholder group may vary depending on the matter at hand. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 66 Unilever Annual Report on Form 20-F 2023 Additional non-financial disclosures Unilever is subject to a number of mandatory reporting requirements. In the following pages, we provide part of our Section 172 disclosure, our Streamlined Energy and Carbon Reporting disclosure, our non-financial and sustainability information statement in line with the UK Companies Act 2006, our EU Taxonomy disclosure, and our employee gender reporting in alignment with the UK Corporate Governance Code.
Streamlined Energy and Carbon Reporting (SECR) In line with the requirements set out in the UK Government’s guidance on Streamlined Energy and Carbon Reporting, the table below represents Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK (1 October to 30 September), calculated with reference to the Greenhouse Gas Protocol. The scope of this data includes seven manufacturing sites and 11 non-manufacturing sites based in the UK. In 2023, the UK accounted for 9% of our global total Scope 1 and 2 GHG emissions as well as 6% of our global energy use, outlined in the table below. See page 44 for more on energy efficiency measures taken during 2023. UK operations 2023 2022 2021 Biogas (kWh) 9,354,000 13,520,000 10,025,000 Natural gas (kWh) 226,742,000 242,688,000 226,110,000 LPG (kWh) 0 937,000 1,411,000 Fuel oils (kWh) 716,000 0 0 Coal (kWh) 0 0 0 Electricity (kWh) 129,300,000 107,309,000 171,897,000 Heat and steam (kWh) 236,294,000 255,480,000 192,738,000 Total UK energy (kWh)(a) 365,594,000 362,788,000 364,635,000 Total global energy (kWh) 5,971,759,000 6,609,692,000 7,002,482,000 Total UK Scope 1 emissions (tonnes CO2)(b) 41,594 39,545 45,740 UK Scope 1 emissions (kg CO2) per tonne of production 64.2 50.5 56.9 Total UK Scope 2 emissions (tonnes CO2)(b)(c) 0 0 0 UK Scope 2 emissions (kg CO2) per tonne of production 0 0 0 (a) Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3. (b) We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each site and then converted to kWh using standard conversion factors as published by the IPCC. (c) Carbon emission factors for grid electricity calculated according to the ‘market-based method’. Total Scope 2 emissions reported as zero as we now use 100% renewable grid electricity across all our sites in the UK. Employee diversity As part of our disclosure to comply with the UK Corporate Governance Code 2018 and the Companies Act 2006, the table below shows our workforce diversity by gender and work level as at 31 December 2023. 2023 2022 Gender statistics Female Male Unspecified(c) Female Male Unspecified Board 5 7 0 5 8 0 42% 58% 38% 62% Unilever Leadership Executive (ULE) 2 11 0 3 10 0 15% 85% 23% 77% Senior management(a) 29 52 0 27 60 0 36% 64% 31% 69% Management(b) 9,468 7,885 3 8,740 7,583 18 55% 45% 0.02% 54% 46% 0.1% Total workforce 47,633 80,718 26 46,014 80,974 68 37% 63% 0.02% 36% 64% 0.06% Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 523 (63%) males and 309 (37%) females (see pages 234 to 244). (a) Employees in senior management roles one work level below ULE (based on internal reporting definitions). (b) Employees in management roles Including ULE and senior management. (c) 'Unspecified' includes those who are not identified as male or female in our systems. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 67
Non-financial and sustainability information statement In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline requirements for non-financial reporting, the table below is intended to provide our stakeholders with the content they need to understand our development, performance, position and the impact of our activities with regards to specified non-financial matters. Our business model can be found on pages 2 to 3, which identifies our stakeholder groups, and our principal risks can be found on pages 70 to 78. Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies. Non-financial matter and relevant sections of Annual Report Annual Report page reference Environmental matters Relevant sections of Annual Report and Accounts: ■ Climate ■ Plastics ■ Nature ■ Our Climate Transition Action Plan: Annual Progress Report ■ Task Force on Climate-related Financial Disclosures statement ■ EU Taxonomy disclosures ■ Policies and due diligence: pages 40 to 41 and 43 to 47 ■ Position and performance (including relevant non- financial KPIs): pages 46 to 47 and 65 to 66 ■ Risk: pages 48 to 55 and 72 and 73 ■ Impact: pages 40 and 41 and 48 to 55 Social and community matters Relevant sections of Annual Report and Accounts: ■ Livelihoods ■ Policies and due diligence: page 42 ■ Position and performance (including relevant non-financial KPIs): page 65 ■ Risk: pages 42 and 77 ■ Impact: page 42 Employee matters Relevant sections of Annual Report and Accounts: ■ Our People & Culture ■ Equity, diversity and inclusion ■ Livelihoods ■ Future of work ■ Employee health and wellbeing ■ Safety at work ■ Policies and due diligence: pages 34 to 37 ■ Position and performance (including relevant non-financial KPIs): pages 34 to 37 and 65 and 66 ■ Risk: pages 34 to 37 and 74 ■ Impact: pages 34 to 37 Human rights matters Relevant sections of Annual Report and Accounts: ■ Livelihoods ■ Human Rights ■ Policies and due diligence: page 42 ■ Position and performance (including relevant non-financial KPIs): pages 42 and 65 ■ Risk: pages 42 and 77 ■ Impact: page 42 Anti-corruption and bribery matters Relevant sections of Annual Report and Accounts: ■ Our People & Culture ■ Policies and due diligence: page 37 ■ Position and performance (including relevant non-financial KPIs): page 37 ■ Risk: pages 37 and 77 ■ Impact: page 37 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance 68 Unilever Annual Report on Form 20-F 2023
EU Taxonomy disclosures The EU Taxonomy sets out reporting obligations for certain European businesses. It outlines certain activities deemed to be environmentally sustainable and refers to them as “eligible” and “aligned” activities. For financial year 2023, businesses need to assess whether they have eligible activities within each of the six environmental objectives: i) climate change mitigation, ii) climate change adaptation, iii) sustainable use and protection of water and marine resources, iv) transition to a circular economy, v) pollution prevention and control, and vi) protection and restoration of biodiversity and ecosystems. Eligibility reporting for objectives iii) to vi) is a new requirement for the financial year 2023 reporting. If the eligible activities are considered to make a substantial contribution and do no significant harm in accordance with the criteria set out in the regulations, then the eligible activities are designated as “aligned” as long as the business also meets a minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition. The EU Taxonomy remains a work in progress, and in creating the current list of environmentally sustainable activities, the European Commission have not yet considered our industry, focusing instead on the more carbon intensive industries where they believe there is the most potential for climate change mitigation or adaptation. Using the current list of eligible activities and the alignment criteria, we have reviewed the Group’s turnover, capital expenditure and operating expenditure (as defined by the EU Taxonomy) to identify the extent of any eligible and aligned activities within our business. The outcome of our review is presented below. As the EU Taxonomy is not yet applicable to us and we are providing these disclosures voluntarily, we have chosen to set out the extent of our eligible and aligned activities in a simplified format instead of showing them in the tables prescribed by the EU Taxonomy. Turnover None of our turnover as detailed in our consolidated income statement (page 173) for the year ended 31 December 2023 is derived from eligible activities. As a consequence, none of our turnover can be classified as aligned. Operating expenditure Operating expenditure as per the EU Taxonomy is defined as directly incurred, non-capitalised costs relating to research and development, building renovations, short-term leases and the repair and maintenance of property, plant and equipment. None of our operating expenditure for the year ended 31 December 2023 is in respect of eligible activities. As a consequence, none of our operating expenditure can be classified as aligned. Capital expenditure (intangible assets and property, plant and equipment) 17.7% of our capital expenditure for the year ended 31 December 2023, as detailed in our consolidated financial statements (pages 195 and 197 to 199) is in respect of eligible activities. There are eligible activities in respect to i) climate change mitigation, ii) climate change adaptation. The majority of this relates to the acquisition of buildings as shown in the tables below. There are no eligible activities in respect of iii) sustainable use and protection of water and marine resources, iv) transition to a circular economy, v) pollution prevention and control, and vi) protection and restoration of biodiversity and ecosystems. We have determined that none this eligible capital expenditure can be classified as aligned. The principal reason is because we do not have sufficient detailed documentation to support that this expenditure makes a substantial contribution to either the climate change mitigation or climate change adaptation environmental objectives. It should be noted that we do meet the minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition. Taxonomy-eligible but not Taxonomy-aligned activities € million 4. Energy 4.1 – Electricity generation using solar photovoltaic technology 12.7 4.2 – Electricity generation using concentrated solar power (CSP) technology 0.2 4.9 – Transmission and distribution of electricity 0.1 4.14 – Transmission and distribution networks for renewable and low-carbon gases 1.2 4.15 – District heating/cooling distribution 0.1 4.16 – Installation and operation of electric heat pumps 1.7 4.24 – Production of heat/cool from bioenergy 3.8 5. Water supply, sewerage, waste management and remediation activities 5.1 – Construction, extension and operation of water collection, treatment and supply systems 0.5 5.2 – Renewal of water collection, treatment and supply systems 1.0 5.3 – Construction, extension and operation of waste water collection and treatment 0.8 5.4 – Renewal of wastewater collection and treatment 0.5 6. Transport 6.5 – Transport by motorbikes, passenger cars and light commercial vehicles 1.7 7. Construction and real estate 7.2 – Renovation of existing buildings 4.9 7.3 – Installation, maintenance and repair of energy efficiency equipment 8.2 7.4 – Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) 0.6 7.7 – Acquisition and ownership of buildings 366.0 Total Taxonomy-eligible but not Taxonomy-aligned activities 404.0 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Performance Unilever Annual Report on Form 20-F 2023 69
Our risk appetite and approach to risk management Risk management is integral to Unilever’s strategy and the achievement of Unilever’s long-term goals. Our success as an organisation depends on our ability to identify and exploit the opportunities generated by our business and in our markets. In doing this, we take an embedded approach to risk management which puts risk at the core of the Board agenda, which is where we believe it should be. Unilever’s appetite for risk is driven by the following: ■ Our growth should be consistent, competitive, profitable and responsible. ■ Our actions on issues such as plastic and climate change must reflect their urgency, and not be constrained by the uncertainty of potential impacts. ■ Our behaviours must be in line with our Code of Business Principles and Code Policies. ■ Our ambition to continuously improve our operational efficiency and effectiveness. ■ Our aim to maintain a minimum A/A2 credit rating on a long-term basis. Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed, and all information that may be required to be disclosed is reported to Unilever’s senior management including, where appropriate, the CEO and CFO. Organisation The Board has overall accountability for the management of risk and reviewing the effectiveness of Unilever’s risk management and internal control systems. The Board has established a clear organisational structure with well-defined accountabilities for the principal risks that Unilever faces in the short, medium and long term. In this structure, the Board has delegated the overall accountability for risk management to both the CEO and CFO. The distribution of accountabilities and responsibilities ensures that every segment (either Business Group or country) through which we operate has specific resources and processes for risk reviews. This is supported by the ULE, which takes active responsibility for focusing on the principal areas of risk to Unilever, including any emerging areas of risks. The Board regularly review these risk areas, including consideration of environmental, social and governance matters, and retain responsibility for determining the nature and extent of the significant risks that Unilever is prepared to take to achieve its strategic objectives. Foundation and principles Unilever’s approach to doing business is framed by our purpose and values (see page 4). Our Code of Business Principles sets out the standards of behaviour that we expect all employees to adhere to. Day-to-day responsibility for ensuring these principles are applied rests with senior management across Business Groups, geographies and functions. A network of Business Integrity Officers and Committees supports the activities necessary to communicate the Code, deliver training, maintain processes and procedures (including support lines) to report and respond to alleged breaches, and to capture and communicate learnings. We have a framework of Code Policies that underpins the Code of Business Principles and sets out the non-negotiable standards of behaviour expected from all our employees. For each of our principal risks we have a risk management framework detailing the controls we have in place and who is responsible for managing the overall risk. Unilever’s functional standards define mandatory requirements across a range of specialist areas. Examples include health and safety, cyber, accounting and reporting, and financial risk management. Our assessment of risk considers both short-term and long- term risks, including how these risks are changing, together with emerging risk areas. These are reviewed on an ongoing basis, and formally by senior management and the Board at least once a year. Processes Unilever operates a wide range of processes and activities across all its operations covering strategy, planning, execution and performance management. Risk management is integrated into every stage. Assurance and re-assurance Assurance on compliance with the Code of Business Principles and our Code Policies is obtained annually from Unilever management via a formal Code declaration. In addition, there are specialist awareness and training programmes which are run throughout the year and vary depending on the business priorities. These specialist compliance programmes supplement the Code declaration. An integrated assurance map is maintained across the principal risks to confirm the mitigation in place through the three lines of defence. Our Corporate Audit function plays a vital role in providing to both management and the Board an objective and independent review of the effectiveness of risk management and internal control systems throughout Unilever. Board assessment of compliance with the risk management frameworks The Board, advised by the Committees where appropriate, regularly review the significant risks and decisions that could have a material impact on Unilever. These reviews consider the level of risk that Unilever is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to respond to the risk exposure. The Board, through the Audit Committee, has reviewed the assessment of risks, internal controls and disclosure controls and procedures in operation within Unilever. They have also considered the effectiveness of any remedial actions taken for the year covered by this Annual Report and Accounts and up to the date of its approval by the Board. Details of the activities of the Audit Committee in relation to this can be found in the Report of the Audit Committee on pages 107 to 111. Further statements on compliance with the specific risk management and control requirements in the UK Corporate Governance Code (2018), the US Securities Exchange Act (1934) and the US Sarbanes-Oxley Act (2002) can be found on pages 100 to 101. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Our Principal Risks 70 Unilever Annual Report on Form 20-F 2023
Principal Risk Factors Our business is subject to risks and uncertainties. On the following pages we have identified the risks that we regard as the most material to Unilever’s business and performance at this time. Our principal risks include risks that could impact our business in the short term (i.e. the next two years), medium term (i.e. the next three to ten years) or over the longer term (i.e. beyond ten years). As part of our process to review our principal risks, we also consider any additional risks that could emerge in the future. Our principal risks have remained consistent with previous years. We also reflect on whether we think the level of risk associated with each of our principal risks is increasing or decreasing. There are three principal risks where we believe there is an increased level of risk compared with last year: ■ Consumer preference: consumer choices and the manner in which they shop is rapidly evolving requiring us to be ahead of our competition. ■ Climate change: this risk has further intensified during 2023, as actions to address global warming are not moving at the pace anticipated and there has been an increase in physical climate risks seen by increased flooding and droughts together with the ongoing global energy crisis. ■ Systems and information: technology is disrupting the way we do business and we need to accelerate innovation to keep pace with the developments. The cyber threat landscape has increased in the recent past and continues to remain volatile. Biodiversity loss continues to be monitored as an emerging risk. A loss of forests and soil due to potential physical and regulatory risks could make future harvests more difficult and expensive in the long-term (see pages 51 to 53). Refer to our Climate Transition Action Plan: Annual Progress Report (pages 43 to 47) for steps taken to improve biodiversity. Technological advancements such as artificial intelligence, machine learning and augmented reality are disrupting the way we do business and connect with consumers. We do not consider this as a principal risk yet but do acknowledge that it is both a risk and an opportunity. We have an executive-level task force set up to identify the risks, opportunities and, at the same time, take responsible action to keep pace with technology. If the circumstances in these risks occur, our cash flow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which may include forward-looking statements, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. Risk Risk description Level of risk Consumer preference Our success depends on the value and relevance of our brands and products to consumers around the world and on our ability to innovate and remain competitive. Consumer tastes, preferences and behaviours are changing more rapidly than ever before. We see a growing trend for consumers preferring brands which both meet their functional needs and have an explicit social or environmental purpose. Technological change is disrupting our traditional brand communication models. Our ability to develop and deploy the right communication, both in terms of messaging content and medium is critical to the continued strength of our brands. We are dependent on creating innovative products that continue to meet the needs of our consumers in times of economic instability and volatility. We also need to be competitive, bringing innovation to market with speed in areas such as personalised and premium beauty offerings, health, and hygiene. Increase STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Unilever Annual Report on Form 20-F 2023 71
Risk Risk description Level of risk Portfolio management Unilever’s strategic investment choices will affect the long-term growth and profits of our business. Unilever’s growth and profitability are determined by our portfolio of Business Groups, geographies and channels and how these evolve over time. If Unilever does not make optimal strategic investment decisions, then opportunities for growth and improved margin could be missed. No change Climate change Climate change and governmental actions to reduce such change may disrupt our operations and/or reduce consumer demand for our products. Climate change is already impacting our business in various ways. Government action to reduce climate change – such as the introduction of a carbon tax, land use regulations or product composition regulations which restrict or ban certain GHG-intensive ingredients – could impact our business through higher costs or reduced flexibility of operations. Physical environment risks such as water scarcity could impact our operations or reduce demand for our products that require water during consumer use. Increased frequency of extreme weather events such as high temperatures, hurricanes or floods could cause increased incidence of disruption to our supply chain, manufacturing and distribution network. If we do not take action, climate change could result in increased costs, reduced profit and reduced growth. Increase STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks 72 Unilever Annual Report on Form 20-F 2023
Risk Risk description Level of risk Plastic packaging We use a significant amount of plastic to package our products. A reduction in the amount of virgin plastic we use, the use of recycled plastic and an increase in the recyclability of our packaging are critical to our future success. Both consumer and customer responses to the environmental impact of plastic waste and emerging regulations by governments to tax or ban the use of certain plastics requires us to find solutions to reduce the amount of plastic we use, increase recycling post-consumer use and source recycled plastic for use in our packaging. We are also dependent on the work of our industry partners to create and improve recycling infrastructure throughout the world. There is a risk around finding appropriate replacement materials, but also due to high demand, the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future and this could impact our business performance. We could also be exposed to higher costs as a result of taxes or fines if we are unable to comply with plastic regulations, which would again impact our profitability and reputation. No change Customer and channel Successful customer relationships and expanding in channels of the future are vital to our business and continued growth. Maintaining strong relationships with our existing customers and building relationships with new customers who have built new technology-enabled business models to serve changing shopper habits are necessary to ensure our brands are well presented to our consumers and available for purchase at all times. Digital commerce continues to be a critical channel for growth. The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers. No change STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Unilever Annual Report on Form 20-F 2023 73
Risk Risk description Level of risk Talent A skilled workforce and agile ways of working are essential for the continued success of our business. With the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment. Our ability to attract, develop and retain a diverse range of skilled people is critical if we are to compete and grow effectively. This is especially true in our key emerging markets where there can be a high level of competition for a limited talent pool. The loss of management or other key personnel or the inability to identify, attract and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results. No change Business Operations Our business depends on purchasing materials, efficient manufacturing and the timely distribution of products to our customers. Our supply chain network is exposed to potentially adverse events such as geopolitical sanctions, physical disruptions, environmental and industrial accidents, trade restrictions or disruptions at a key supplier, which could impact our ability to deliver orders to our customers. Geopolitical tensions have continued to challenge the continuity and cost of our supply chain in 2023. Maintaining manufacturing operations whilst adhering to changing local regulations and meeting enhanced health and safety standards has proven possible but has required significant management. In addition, ensuring the operation of a global logistics network for both input materials and finished goods continues to present challenges and requires continued focus and flexibility. The cost of our products is being affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs cannot always be passed on to the consumer through pricing and will need to be carefully managed. No change STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks 74 Unilever Annual Report on Form 20-F 2023
Risk Risk description Level of risk Safe and high-quality products The quality and safety of our products are of paramount importance for our brands and our reputation. The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that product defects occur due to human error, equipment failure or other factors cannot be excluded. Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Therefore, on-pack labelling needs to provide clear and accurate ingredient information in order that consumers can make informed decisions regarding the products they buy. No change Systems and information Unilever’s operations are increasingly dependent on IT systems and safeguarding the confidentiality, integrity of data and the management of information. The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase with the level of incidents rising year-on-year. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results. In addition, increasing digital interactions with customers, suppliers and consumers place ever greater emphasis on the need for secure and reliable IT systems and infrastructure and careful management of the information that is in our possession to ensure data privacy. Increase STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Unilever Annual Report on Form 20-F 2023 75
Risk Risk description Level of risk Business transformation Successful execution of business transformation projects is key to delivering their intended business benefits and avoiding disruption to other business activities. We are in the second year of a significant organisational transformation, operating through five new Business Groups, with some key changes still to be delivered. We are also continually engaged in major change projects, including acquisitions and disposals. These changes drive continuous improvement in our business and strengthen our portfolio and capabilities. Continued digitalisation of our business models and processes, together with enhancing data management capabilities, is a critical part of our transformation. We have an extensive programme of transformation projects. Failure to execute such initiatives successfully could result in under-delivery of the expected benefits and there could be a significant impact on the value of the business. No change Economic and political instability Adverse economic conditions may affect one or more countries, regions or may extend globally. Unilever operates around the world and is exposed to economic and political instability that may reduce consumer demand for our products, disrupt sales operations and/or impact the profitability of our operations. In 2023, organisations have continued to see geopolitical and economic volatility leading to significant disruption and cost inflation impacting parts of the business. Further potential trade and economic sanctions risk global supply chain disruption and deep recession. Risks associated with the global energy crisis are leading to significantly higher energy prices and could disrupt our operations. Government actions such as trade and economic sanctions, foreign exchange or price controls can impact on the growth and profitability of our local operations. Unilever has more than half of its turnover in emerging markets which can offer greater growth opportunities but also exposes Unilever to related economic and political volatility. No change STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks 76 Unilever Annual Report on Form 20-F 2023
Risk Risk description Level of risk Treasury and tax Unilever is exposed to a variety of external financial risks in relation to Treasury and Tax. The relative value of currencies can fluctuate widely and could have a significant impact on business results. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets and earnings of its foreign subsidiaries. We are also subject to the imposition of exchange controls by individual countries which could limit our ability to import materials paid in foreign currency or to remit dividends to the parent company. A material shortfall in our cash flow could undermine Unilever’s credit rating, impair investor confidence and restrict Unilever’s ability to raise funds. In times of financial crisis, there is a further risk that we may not be able to raise funds due to market illiquidity. We are exposed to counter-party risks with banks, suppliers and customers, which could result in financial losses. Tax is a complex and evolving area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures. International tax reform remains a key focus of attention. No change Ethical Unilever’s brands and reputation are valuable assets and the way in which we operate, contribute to society and engage with the world around us is always under scrutiny both internally and externally. Acting in an ethical manner, consistent with the expectations of customers, consumers and other stakeholders, is essential for the protection of the reputation of Unilever and its brands. A key element of our ethical approach to business is to reduce inequality and promote fairness. Our activities touch the lives of millions of people and it is our responsibility to protect their rights and help them live well. The safety of our employees and the people and communities we work with is critical. Failure to meet these high standards could result in damage to Unilever’s corporate reputation and business results. No change STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Unilever Annual Report on Form 20-F 2023 77
Risk Risk description Level of risk Legal and regulatory Compliance with laws and regulations is an essential part of Unilever’s business operations. Unilever is subject to national and regional laws and regulations in such diverse areas as regulations relating to environmental compliance (e.g. greenwashing), product safety, product claims, trademarks, copyright, patents, competition, health and safety, data privacy, corporate governance, listing and disclosure, employment and taxes. Failure to comply with laws and regulations could expose Unilever to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation. Changes to laws and regulations could have a material impact on the cost of doing business. No change STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks 78 Unilever Annual Report on Form 20-F 2023
Viability statement The Directors have reviewed the long-term prospects of the Group in order to assess its viability. This review incorporated the activities and key risks of the Group together with the factors likely to affect the Group’s future development, performance, financial position, cash flows, liquidity position and borrowing facilities as described on pages 1 to 64. In addition, we describe in notes 15 to 18 on pages 203 to 218 the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. Assessment In order to report on the long-term viability of the Group, the Directors reviewed the overall funding capacity and headroom available to withstand severe events and carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. This includes consideration of external factors such as rises in inflation and slowing GDP growth. The risks and mitigating factors are summarised on pages 71 to 78. The viability assessment has three parts: ■ First, the Directors considered the period over which they have a reasonable expectation that the Group will continue to operate and meet its liabilities; ■ Second, they considered the current debt facilities and debt headroom over the viability period, assuming that any debt maturing can be re-financed at commercially acceptable terms; and ■ Third, they considered the potential impact of severe but plausible scenarios over this period including: ■ assessing scenarios for each individual principal risk, for example the termination of our relationships with the three largest global customers; the loss of all material litigation cases; a major IT data breach; the lost cost and growth opportunities from not keeping up with technological changes and increase in physical climate risks including its impact on operational costs; and ■ assessing scenarios that involve more than one principal risk including the following multi-risk scenarios: Multi-risk scenarios modelled Level of severity reviewed Link to principal risk Contamination issue with one of our brands caused by regulated ingredients and the temporary closure of three of our largest factories. Significant reduction in sales for some of the Business Groups along with percolating impact on other brands and closure of three of our largest factories for a period of six months. ■ Safe and high-quality products ■ Brand preference ■ Supply chain Geopolitical tensions leading to a major global incident affecting the availability of key materials from a location and increasing polarisation of issues leading to loss of reputation. Closure of a key geographic market impacting availability of raw materials and impact on turnover arising from reputational loss due to polarisation of issues. ■ Economic and political instability ■ Supply chain Climate change-related flooding driving closure of a key sourcing unit and significant water shortages in key markets. Closure of a sourcing unit for a period of six months and significant water shortages causing supply chain disruption in water-stressed sites and changing consumer preference towards water-efficient products. ■ Climate change ■ Supply chain ■ Brand preference Cyber-attack causing a sustained shutdown of manufacturing systems and the impact on profit if management failed to deliver a major transformation project. Loss of turnover coupled with reduced margins and ongoing reputational damage and loss of confidence from our customers and consumers. ■ Systems and information ■ Business transformation Findings ■ Firstly, a three-year period is considered appropriate for this viability assessment because it is the period covered by the strategic plan; and it enables a high level of confidence in assessing viability, even in extreme adverse events, due to factors such as: ■ the Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world; ■ high cash generation by the Group’s operations and access to the external debt markets; ■ flexibility of cash outflow with respect to significant marketing programmes and capital expenditure projects which usually have a two-to-three year horizon; and ■ the Group’s diverse product and geographical activities which are impacted by continuously evolving technology and innovation. ■ Secondly, the Group’s debt headroom and funding profile was assessed. None of the future outlooks considered resulted in significant liquidity headroom issues, primarily because: ■ the Group has a healthy balance of short-term and long-term debt programmes, with repayment profiles ensuring short- term commercial paper maturities do not exceed €0.5 billion in any given week and long-term debt maturities do not exceed €4.0 billion in any given calendar year ■ the Group has the equivalent of €7.3 billion in committed credit facilities with a maturity of 364 days which are used for backing up our commercial paper programmes. ■ Thirdly, for each of our 14 principal risks, one of which is climate, worst-case plausible scenarios have been assessed together with multi-risk scenarios. None of the scenarios reviewed, either individually or in aggregate would cause Unilever to cease to be viable. Conclusion On the basis described above, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Our Principal Risks Unilever Annual Report on Form 20-F 2023 79
Governance Report 82 Chair’s Governance Statement 84 Board of Directors 86 Unilever Leadership Executive (ULE) 88 Corporate Governance overview 102 Report of the Nominating and Corporate Governance Committee 107 Report of the Audit Committee 112 Report of the Corporate Responsibility Committee 116 Directors’ Remuneration Report 80 Unilever Annual Report on Form 20-F 2023
Unilever Annual Report on Form 20-F 2023 81
Ian Meakins Chair I am pleased to present the Governance Report for 2023. In doing so I must give further thanks to Nils Andersen, as Chair of the Company until the end of November, for the legacy of strong corporate governance at Unilever that he passes on to me. The priority of the Board in relation to governance in the past year has been establishing effective succession and providing support to the Board changes. As I mentioned in my Chair's statement, Hein Schumacher became CEO on 1 July 2023 and I became Chair on 1 December 2023. We are also delighted that Fernando Fernandez became CFO on 1 January 2024. I am grateful for all the support that I have received and continue to receive from the other Board members in my new role and the Board gives its full support to Hein and Fernando. Alongside succession, the Board has conducted a review of strategy and approved the Growth Action Plan for the business as already set out in this report. The Growth Action Plan is designed to take Unilever on the next stage of its growth journey. Alongside this our sustainability goals have been clarified which are key to good stewardship and these are set out in our updated Climate Transition Action Plan which we are putting to shareholders at the 2024 AGM. We have a continued commitment to strong corporate governance The culture of strong governance within Unilever is a strength that I will strive to maintain. Looking externally we have consulted with shareholders this year on executive remuneration, including the revised Remuneration Policy, and the revised Climate Transition Action Plan and this has informed the changes that are being put to shareholders at the 2024 AGM. In addition, our Code of Business Principles establishes the foundation of our culture within the company, strengthened by our historical roots, and informs our way of working in everything that we do. We are committed to diversity and inclusion as not only reflecting our values but also what is best for the business. My responsibility as Chair is to provide the leadership to ensure that the Board works effectively with the executive team to focus on the forward looking strategy of the Company and achieving high standards of corporate governance. I believe that the Board changes we have made together with the Growth Action Plan for performance provide a strong basis for success. Our refocused work on sustainability is designed to support both our corporate governance and our Growth Action Plan. Ian Meakins Chair STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Chair's Governance statement 82 Unilever Annual Report on Form 20-F 2023
The Board of Unilever has implemented standards of corporate governance and disclosure policies applicable to a UK incorporated company, with listings in London, Amsterdam and New York. Application of the provisions of the 2018 UK Corporate Governance Code (the ‘Code’) In respect of the year ended 31 December 2023, Unilever was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Unilever applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows: STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Chair's Governance statement Unilever Annual Report on Form 20-F 2023 83 Board leadership and Company purpose page Long-term value and sustainability 109 Culture 36, 82, 90 Shareholder engagement 97 Other stakeholder engagement 91 Conflicts of interest 95 Role of the Chair 89 Division of responsibilities Non-Executive Directors 89 Independence 95 Composition, succession and evaluation Appointments and succession planning 103, 104 Skills, experience and knowledge 105 Length of service 106 Evaluation 96 Diversity 104 Audit, risk and internal control page Committee 108 Integrity of financial statements 108 Fair, balanced and understandable 109 Internal controls and risk management 109, 110 External auditor 110 Principal and emerging risks 109 Remuneration Policies and practices 116-153 Alignment with purpose, values and long-term strategy 130, 131 Independent judgement and discretion 116 Unilever also complied with the Listing Standards of the New York Stock Exchange applicable to foreign private issuers. Please see page 101 for further information. Ian Meakins (third from the left)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Board of Directors The Board has ultimate responsibility for the management, general affairs, culture, direction, performance and long-term success of Unilever. 84 Unilever Annual Report on Form 20-F 2023 5 6 3 4 1 2 1 Ian Meakins Chair and Non-Executive Director Nationality British Age 67 Appointed 1 September 2023 Appointed Chair 1 December 2023 Chair of NCGC and member of CC Current external appointments Compass Group PLC (Chair). Previous experience Rexel SA (Chair); Ferguson PLC (CEO); Travelex Holdings Ltd (CEO); Alliance Unichem (CEO). 3 Fernando Fernandez CFO Nationality Argentinian Age 57 Appointed Director 1 January 2024 Appointed CFO 1 January 2024 Current external appointments None. Previous experience President, Beauty & Wellbeing; Latin America (EVP); Brazil (EVP); Philippines (SVP); Global Hair Care (SVP). 4 Nils Andersen Non-Executive Director Nationality Danish Age 65 Appointed April 2015 Member of CC and NCGC Current external appointments ASML Holdings N.V. (Chair); Salling Foundation (NED); European Round Table of Industrialists (member). Previous experience Unilever PLC (Chair); AkzoNobel (Chair); Worldwide Flight Services (Chair); Faerch Plast (Chair); Salling Group (Chair); BP plc (NED); A.P. Moller-Maersk A/S (Group CEO); Carlsberg A/S and Carlsberg Breweries A/S (CEO); European Round Table of Industrialists (Vice Chairman); Unifeeder S/A (Chairman). 6 Dr Judith Hartmann Non-Executive Director Nationality Austrian Age 54 Appointed April 2015 Member of NCGC and CC Current external appointments Marsh McLennan (NED); Sandbrook Capital (Operating Partner). Previous experience ENGIE Group (Deputy CEO); Suez (NED); General Electric (various roles); Bertelsmann SE & Co. KGaA (CFO); RTL Group SA (NED); Penguin Random House LLC (NED). 2 Hein Schumacher CEO Nationality Dutch Age 52 Appointed Director 4 October 2022 Appointed CEO 1 July 2023 Current external appointments None. Previous experience Royal FrieslandCampina (CEO); Global Dairy Platform (Chair); Royal FrieslandCampina (CFO); C&A AG (Board member); Heinz China (CEO); Kraft Heinz Company (senior management positions); Ahold NV (Corporate Controller Asia & Central America). 5 Andrea Jung Vice Chair/Senior Independent Director Nationality American/Canadian Age 64 Appointed May 2018 Chair of CC and member of NCGC Current external appointments Apple Inc. (NED); Wayfair Inc. (NED); Rockfeller Capital Management (Director); Grameen America Inc. (President and CEO). Previous experience Avon Products Inc. (CEO); General Electric (Board member); Daimler AG (Board member). Key NCGC is the Nominating and Corporate Governance Committee AC is the Audit Committee CC is the Compensation Committee CRC is the Corporate Responsibility Committee
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Board of Directors Unilever Annual Report on Form 20-F 2023 85 9 10 11 12 7 87 Adrian Hennah Non-Executive Director Nationality British Age 66 Appointed November 2021 Chair AC Current external appointments J Sainsbury plc (NED); Oxford Nanopore Technologies plc (NED). Previous experience Reckitt Benckiser Group plc (Executive Director & CFO); RELX plc (NED). 8 Susan Kilsby Non-Executive Director Nationality American/British Age 64 Appointed August 2019 Member of AC Current external appointments COFRA Holding AG (NED); Fortune Brands Innovations (Chair); Diageo plc (SID); UK Takeover Panel. Previous experience NHS England (NED); BBA Aviation (SID); BHP plc (SID); L’Occitane International (NED); Keurig Green Mountain (NED); Coca-Cola HBC AG (NED); Goldman Sachs International (NED); Shire plc (Chair); Mergers and Acquisitions, EMEA – Credit Suisse (Chair). 9 Ruby Lu Non-Executive Director Nationality Chinese Age 53 Appointed November 2021 Member of AC Current external appointments Uxin Limited (NED); Yum China Holdings Inc. (NED); Volvo Car AB (Board Member). Previous experience iKang Healthcare Group (NED); Blue City Holdings Limited (NED). 10 Strive Masiyiwa Non-Executive Director Nationality Zimbabwean Age 63 Appointed April 2016 Chair CRC Current external appointments Econet Global (Executive Chairman); Netflix Inc. (NED); International Advisory Board of Bank of America (Board member); Stanford University Advisory Board (Board member); National Geographic Society (Board member). Previous experience Africa Against Ebola Solidarity Trust (Co-Founder and Chairman); Grow Africa (Co-Chairman); Nutrition International (Chairman); Rockefeller Foundation (Trustee). 11 Professor Youngme Moon Non-Executive Director Nationality American, Age 59 Appointed April 2016 Member of CRC Current external appointments Mastercard Inc. (Board member); Sweetgreen Inc. (Board member); Jand Inc. (Warby Parker) (Board member); Harvard Business School (Professor). Previous experience Harvard Business School (Chair and Senior Associate Dean for the MBA Program); Massachusetts Institute of Technology (Professor); Avid Technology (NED); Rakuten Inc. (NED). 12 Nelson Peltz Non-Executive Director Nationality American, Age 81 Appointed July 2022 Member of CC Current external appointments Madison Square Garden Sports Corp. (NED); Trian Fund Management, L.P. (CEO & Founding Partner); The Wendy's Company (Non-Executive Chairman); Legg Mason, Inc. (NED). Previous experience Janus Henderson Group plc (NED); Invesco Ltd. (NED); The Procter & Gamble Company (NED); Sysco Corporation (NED); Ingersoll Rand plc (NED); H.J. Heinz Company (NED); Triarc Companies, Inc. (CEO & Chairman). Changes to the Board effective 31 December 2023 Graeme Pitkethly left role as Chief Financial Officer and retired as a Director. He remains with Unilever until 31 May 2024. Changes to the Board effective 1 March 2024 Judith McKenna joined the Board as a Non-Executive Director.
1 2 3 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Unilever Leadership Executive (ULE) The ULE is responsible for execution of strategy and day-to-day management of Unilever. The ULE comprises: 86 Unilever Annual Report on Form 20-F 2023 7 4 5 6 3 Esi Eggleston Bracey Chief Growth & Marketing Officer Nationality American Age 53 Joined ULE January 2024 Joined Unilever 2018 Current external appointments Six Flags Entertainment Corporation (NED); Williams-Sonoma, Inc. (NED). Previous experience Unilever USA (President); Unilever North America Personal Care (CEO); Unilever North America Beauty & Personal Care (EVP & COO); Coty (President, Consumer Beauty); P&G (SVP & General Manager, Global Cosmetics). 7 Rohit Jawa President of Unilever, South Asia and CEO & Managing Director, Hindustan Unilever Nationality Indian Age 57 Joined ULE April 2023 Joined Unilever 1988 Current external appointments Breach Candy Hospital Trust (Nominee Director). Previous experience Unilever (Chief of Transformation); Unilever China (EVP North Asia and Chair); Unilever Philippines (Chair and CEO). 4 Eduardo Campanella President, Home Care Nationality Brazilian Age 43 Joined ULE January 2024 Joined Unilever 2003 Current external appointments None. Previous experience Chief Marketing Officer Home Care; VP Home Care Latin America & Brazil; VP Personal Care and Digital Champion Mexico & Caribbean; Personal Care Marketing Director and Digital Champion Brazil; Regional Marketing Director Ice Cream; Marketing Manager Hair Care, Regional Spreads Marketing Manager. 5 Reginaldo Ecclissato Chief Business Operations & Supply Chain Officer Nationality Brazilian/Italian Age 55 Joined ULE January 2022 Joined Unilever 1991 Current external appointments IDH (Supervisory Board Member). Previous experience Mexico, Caribbean, and Central America (EVP); North America and Latin America (EVP Supply Chain); Home Care for the Americas (VP Supply Chain). 6 Fabian Garcia President, Personal Care Nationality American Age 64 Previous experience Unilever North America (President); Revlon (President and CEO); Colgate-Palmolive (COO; President of the Asia/Pacific Division, EVP Latin America); P&G (President of Asia Pacific Fragrance and Beauty Category, General Manager of Taiwan, General Manager of Max Factor, Japan); Kimberly Clark Corporation (NED). Joined ULE January 2020 Joined Unilever 2020 Current external appointments Council on Foreign Relations in the US (member); Arrow Electronics (Board member). 1 Hein Schumacher CEO Nationality Dutch Age 52 Joined ULE July 2023 Joined Unilever October 2022 Current external appointments None. Additional biographical information can be found on page 84. 2 Fernando Fernandez CFO Nationality Argentinian Age 57 Joined ULE January 2024 Joined Unilever 1988 Additional biographical information can be found on page 84.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Unilever Leadership Executive (ULE) Unilever Annual Report on Form 20-F 2023 87 8 9 12 10 11 9 Nitin Paranjpe Chief People and Transformation Officer, and Chair of Hindustan Unilever Nationality Indian Age 60 Joined ULE October 2013 Joined Unilever 1987 Current external appointments Heineken N.V. (Member of the Supervisory Board); Infosys (Independent Director). Previous experience Chief Operating Officer (COO), Unilever; Foods & Refreshment (President); Home Care (President); Unilever South Asia (EVP) and Hindustan Unilever Limited (CEO); Home and Personal Care India (EVP); Home Care India (VP); senior positions in Laundry and Household Care. 10 Richard Slater Chief R&D Officer Nationality British Age 46 Joined ULE April 2019 Joined Unilever 2019 Current external appointments Future Origins, Inc. (NED). Previous experience GSK (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Head of R&D, Consumer Healthcare); Reckitt Benckiser (Global Group Director/VP R&D Personal Care; Global Director R&D Aircare; Global Director R&D Analgesics and New Brands); Boots Healthcare (various roles). 8 Priya Nair President, Beauty & Wellbeing Nationality Indian Age 51 Joined ULE January 2024 Joined Unilever 1995 Current external appointments CEAT Tyres (Independent Director). Previous experience Unilever Beauty & Wellbeing (Global CMO); Beauty & Personal Care (EVP South Asia); Home Care (Director & CCVP South Asia). 11 Peter ter Kulve President, Ice Cream Nationality Dutch Age 59 Joined ULE May 2019 Joined Unilever 1988 Current external appointments None. Previous experience President of Home Care; Unilever South East Asia & Australasia (President) and Chief Digital Transformation & Growth Officer; Corporate Transformation (EVP); Unilever Benelux (Chair and EVP); Unilever Ice Cream (Global Head & EVP); various brand and channel management roles. 12 Maria Varsellona Chief Legal Officer & Group Secretary Nationality Italian Age 53 Joined ULE April 2022 Joined Unilever 2022 Current external appointments Sandoz (NED). Previous experience ABB (Chief Legal Officer & Company Secretary); Nokia Group (Chief Legal Officer); Nokia Siemens (General Counsel); Tetra Laval Group (General Counsel); General Electric Oil & Gas (variety of senior global legal roles); Nordea Bank (NED). ULE membership changes during 2023 Alan Jope, Chief Executive Officer, left at the end of June. Conny Brahms, Chief Digital & Commercial Officer left in August. Matt Close, President Ice Cream left Unilever at the end of December. Hanneke Faber, President Nutrition, left Unilever at the end of November. Sanjiv Mehta left Unilever in June. As at 31 December 2023 there were 11 ULE members. The biographies on pages 86 and 87 show active ULE members from 1 January 2024. ULE membership changes in 2024 Heiko Schipper joins Unilever as President, Nutrition on 1 May. Mairéad Nayager joins Unilever as Chief People Officer on 1 June. Nitin Paranjpe, Chief People and Transformation Officer will leave later in the year.
Unilever's structure Unilever PLC (Unilever), incorporated in England and Wales in 1894, is the parent company of the Unilever Group. Unilever’s shares are traded through its premium listing on the London Stock Exchange and its listing on the Amsterdam Exchange Index on Euronext. Unilever’s shares are also traded on the New York Stock Exchange in the form of American Depositary Shares. Unilever’s governance framework To facilitate its oversight role, and to ensure that it retains decision-making power over material matters, the Board has put in place a governance framework to support the creation of long-term value for stakeholders. The Board discharges some of its responsibilities directly and others through four principal Committees ( Nominating and Corporate Governance Committee, Audit Committee, Compensation Committee, and the Corporate Responsibility Committee) which it has established to provide dedicated focus on particular areas. The Reports of each of these Committees can be found on pages 102, 107, 112 and 116. The Report of the Audit Committee includes a description of the risk management and internal control arrangements for the Group. In addition, there are two management committees of the Board, the Disclosure Committee and the Global Code and Policy Committee. The Unilever Leadership Executive (ULE) supports the CEO in his work and members of the ULE attend Board meetings on relevant items by invitation. Board The Board's primary role is to ensure the long-term sustainable success of Unilever for the mutual benefit of all our stakeholders. Independent oversight and rigorous challenge Nominating and Corporate Governance Committee (NCGC) Audit Committee (AC) Corporate Responsibility Committee (CRC) Compensation Committee (CC) Reviews the composition of the Board and Committees and makes recommendations to the Board on suitable candidates for appointment to the Board and Committees. Assists the Board on Board and senior management succession planning including appointments to the ULE, conflicts of interest and independence. Responsible for monitoring the integrity of Unilever's financial statements and for ensuring the effectiveness of the internal audit function, internal controls and risk management processes, and managing the relationship with the external auditor. Oversees Unilever's conduct as a responsible and ethical global business, reviews sustainability-related risks and reputational matters and provides guidance and recommendations to the Board on sustainability and reputational matters. Determines the remuneration framework/policy for the Executive Directors and ULE. Considers alignment with regulation, market practice and principles of good governance and ensuring remuneration is linked to corporate and individual performance. Also reviews remuneration- related workforce policies and practices. CEO & ULE The CEO, supported by the ULE, is responsible for ensuring delivery of the Group's strategy, business plans and financial performance. Disclosure Committee Responsible for overseeing the accuracy, materiality and timeliness of disclosure of financial and other public announcements and evaluates and oversees the adequacy of Unilever's disclosure controls and procedures. Global Code and Policy Committee Responsible for ensuring that all employees of Unilever and third parties working with or on behalf of Unilever do so in compliance with the requirements of Unilever's Code of Business Principles. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 88 Unilever Annual Report on Form 20-F 2023 Corporate Governance overview
The Board has ultimate responsibility for the development of strategy, material acquisitions and divestments, material capital expenditure, the Company’s capital structure and other financing matters, oversight of policies, procedures and internal controls, setting and monitoring the Group’s culture and promoting ethical behaviour. A summary of the activities of the Board during the year is provided on the following pages. In addition, the schedule of matters reserved for the Board, a comprehensive summary of how the Board operates and the terms of reference for the four principal Committees and the Disclosure Committee are available in the Governance of Unilever on the Company’s website (www.unilever.com/board-and-management- committees). The Chair leads the Board and is responsible for its overall effectiveness in directing the Unilever Group. The Chair sets the Board’s agenda, ensures the Directors receive accurate, timely and clear information, promotes and facilitates constructive relationships and effective contribution of all the Executive and Non-Executive Directors, and promotes a culture of openness and debate. The Non-Executive Directors provide constructive challenge, strategic guidance, specialist advice and hold management to account. The Group Secretary supports the Board to ensure that it has the policies, processes, information, time and resources it needs to function effectively and efficiently. Board and Committee meetings There were six scheduled Board meetings in 2023. Two scheduled Board meetings were held outside the UK in the Netherlands and the US. Whilst the Board was in the US trade visits were organised alongside the local management team. The remainder of the meetings were held in the UK or virtually. When there is a Board meeting, the Non-Executive Directors usually also meet without the Executive Directors present. The Chair, or in his absence the Senior Independent Director (SID), chairs such meetings. Attendance during the year at each of the Committee meetings is also set out below. Further information is provided in the relevant Committee reports. Site visits In addition to the formal Board meetings, several Non-Executive Directors visited Unilever sites in the UK, Brazil and Argentina in order to better understand the businesses in these countries. These site visits allow the Non-Executive Directors to observe the Group's operations in action, they reinforce their knowledge and enable them to experience first-hand the culture of the Group. The site visits involve intensive itineraries. The Non- Executive Directors receive presentations on a variety of topics, including financial performance, strategy, research and development, manufacturing, distribution and marketing. The Non-Executive Directors meet with local management teams, they visit markets and stores where Unilever products are sold, and meet, where possible, with external stakeholders. Local workforce engagement sessions are also organised wherever possible. Such sessions took place in the Netherlands and the UK in 2023 and others were held virtually. Board and Committee attendance Position Board NCGC AC CRC CC Chair Ian Meakins1 2/2 – – – – Non-Executive Directors Nils Andersen2 6/6 6/6 – – 6/6 Judith Hartmann 6/6 3/3 5/5 – 2/2 Adrian Hennah 6/6 – 8/8 – – Andrea Jung 5/6 5/6 – – 6/6 Susan Kilsby 6/6 – 8/8 – – Ruby Lu 6/6 3/3 3/3 – 4/4 Strive Masiyiwa 6/6 – – 5/5 – Youngme Moon 6/6 – – 5/5 – Nelson Peltz 6/6 – – – 6/6 Executive Directors Hein Schumacher3 6/6 – 5/5 – – Graeme Pitkethly 6/6 – 8/8 – – Former Directors Alan Jope4 3/3 – – – – Feike Sijbesma5 5/5 5/5 – 4/4 – 1. Joined the Board as a Non-Executive Director on 1 September 2023 and, on 1 December 2023, became Chair and was appointed to the NCGC and CC 2. Stepped down as Chair on 30 November 2023 3. Became an Executive Director on 1 June 2023 4. Stepped down as an Executive Director on 30 June 2023 5. Stepped down as a Non-Executive Director on 31 October 2023 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 89
Board focus During the year, the Board considered a comprehensive programme of regular matters drawn from the schedule of matters reserved for the Board and the immediate and prospective operating environment. The Board also conducted a two day Strategy Review exercise in October 2023 including presentations and engagement sessions with both ULE members and other senior members of management. This focused in particular on: ■ the Company’s proposed Growth Action Plan and the constituent elements of this including business performance, the prioritisation of our power brands, productivity and simplicity, a more focused sustainability agenda and performance culture; ■ a review of each of our Business Groups; ■ the portfolio and a review of acquisitions; ■ the Company’s approach to research and development; and ■ our supply chain. The schedule below is not exhaustive and demonstrates the breadth of oversight provided by the Board. Some of the Board's key decisions in 2023 are discussed in more detail on pages 93 and 94. Strategy and business plan ■ Approved the Company’s Growth Action Plan to unlock potential through faster growth, productivity and simplicity including a new reward framework to dial up our performance culture; ■ Approved the acquisitions of Yasso Holdings Inc, a premium frozen Greek yoghurt brand in the USA, the premium haircare brand K18, and the disposals of Dollar Shave Club and Elida Beauty; ■ reviewed the Unilever strategy at Business Group level; and ■ reviewed the R&D strategy including the Group's innovation pipeline. Operational performance and financial management ■ regularly reviewed Unilever Group operational and financial performance and delivery against strategic objectives, business plans including budget and forecast, financial and non-financial KPIs and against analysts’ consensus and market guidance; ■ considered and approved quarterly dividends; ■ approved two share buy-back tranches in 2023 totalling €1.5bn and comprising the remaining part of the share buyback programme of up to €3bn in 2022 and 2023; and ■ considered and approved the issuance of new shares to be used to settle the vesting of share awards granted to employees under various employee share plans. Governance and external reporting ■ considered feedback from the Audit Committee in relation to significant judgements, fair, balanced and understandable assessment, going concern basis of preparation, viability statement and the reporting of non-financial KPIs in relation to sustainability reporting; ■ approved each of the quarterly results and the Annual Report and Accounts and Form 20-F; ■ approved the notice of meeting for the AGM; ■ following the 2023 AGM, where the resolution to receive and adopt the Directors’ Remuneration report had not been passed, oversaw consultation and communication with shareholders on executive pay; and ■ considered the work of the Nominating and Corporate Governance Committee on Board composition and succession planning and approved the appointments of Hein Schumacher as CEO, Ian Meakins as the Chair of the Company and Fernando Fernandez as the CFO. Culture and stakeholders ■ reviewed the 2023 workforce engagement programme covering both employees and employee representatives and considered feedback from the sessions; and ■ regularly reviewed investor feedback reports and analysts' reports. Society and sustainability ■ considered and approved the Modern Slavery Act Statement; ■ considered and supported preparation of the revised Climate Transition Action Plan to be put to shareholders at the 2024 AGM; and ■ reviewed the sustainability strategy and performance, including review of the regulatory development of sustainability reporting requirements and the Group's sustainability KPIs. Political and regulatory environment ■ received updates from external speakers on the macro environment from social and political perspectives and global security issues; and ■ received updates on emerging legislation and regulation. Risk and internal controls ■ considered feedback from the Audit Committee on its assessment of the ongoing effectiveness of the Group’s internal controls; and ■ reviewed the findings from the assessment of the Group’s register of principal risks and focus risks and approved the related risk management plans. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 90 Unilever Annual Report on Form 20-F 2023 Andrea Jung, Vice Chair and Senior Independent Director
Stakeholder engagement Section 172: Company and Board engagement with stakeholders The information set out below, together with the information on pages 93 and 94 of this Governance Report, explains how the Board considers and engages with stakeholders. Together, these form our section 172 statement under the UK Companies Act 2006. Unilever at a glance on page 3 details the six stakeholder groups we have identified as critical to our future success: shareholders, our people, consumers, customers, suppliers & business partners and planet & society. Throughout the Strategic Report we have provided examples of how we engage with, and create value for, our stakeholders. Shareholders We aim to deliver consistent, competitive, profitable and responsible growth. ■ Quarterly results broadcasts ■ Conference presentations ■ Meetings and calls about aspects of business performance, consumer trends and sustainability issues. ■ Senior leaders and our Board speak directly to shareholders on a broad range of issues. For example, in 2023 we discussed our directors’ remuneration policy, our proposed updated Climate Transaction Plan and our Growth Action Plan with investors. ■ AGM ■ Meetings with shareholders on performance and key issues ■ The Board approve all quarterly results announcements and dividends ■ Unilever Investor Relations provide analysts' reports and investor feedback to the Board. See pages 93, 94 and 97 Our People Our 128,000 talented people give their skills and time in Unilever offices, factories and R&D laboratories – working in flexible and agile ways. ■ Through our UniVoice survey we engaged with around 106,000 office and factory-based employees in 2023 on topics such as culture, engagement, strategy, safety, careers and sustainability. ■ Continued our ‘Unilever Live’ sessions with our CEO and ULE members to give our workforce direct and regular access to our leadership team to ask questions on issues of concern to them as employees, such as financial performance strategy and reward. ■ At a market level, we held regular local, leader-led virtual townhall meetings to engage with employees on locally relevant topics and issues. ■ Under our Code of Business Principles we maintain whistleblowing procedures available to all employees wherever they are and however they work including anonymous helplines. ■ Review of UniVoice survey 2023 results and feedback to ULE on key issues ■ The CEO, together with other senior members of management including the CFO and ULE members, provide direct answers on the 'Unilever Live' open Questions sessions ■ Metrics on our Code of Business Principles cases are reviewed by the Corporate Responsibility Committee and the Board as appropriate. See pages 34 to 37, and pages 96 and 97 Consumers We aim to provide superior-quality products and purposeful brands that take action on the issues that matter to people and planet. ■ We use consumer research from partners such as Kantar, NielsenIQ and Ipsos, who we engage through their regular surveys and panels as well as ad hoc research. ■ We engage over three million consumers through our various consumer engagement platforms annually. ■ Board papers and presentations capturing consumer trends ■ Regular updates from Business Groups on opportunities and portfolio choices in line with consumer trends. See pages 14 to 33 Unilever stakeholders How Unilever engages with stakeholders How the Board interacts on stakeholder issues Further information STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 91
Customers We partner with large and small retailers across different trading environments around the world to grow categories through market making innovations and brilliant execution to build our business and theirs. ■ We are members of the Advantage Group Survey to help us understand how we can improve our customers’ experience. ■ Our customers across different channels and trading environments partner with our customer business development teams to grow categories by meeting regularly on turning shopper insights into growth action plans. These relationships create Joint Business Plans for mutual benefit. ■ We use an online platform to provide shopper insights and research for our smaller retailer customers. ■ Business Group feedback to the Board on customer landscape and priorities ■ Direct engagement with key customers during region and market visits by Board members See pages 14 to 33 Suppliers & Business Partners Around 57,000 supplier partners in 150 countries source materials and provide critical services for us. ■ Through our Supply Chain and Procurement teams, we communicate with our suppliers and business partners frequently. ■ We conduct an annual Partner with Purpose survey to understand how our suppliers feel about working with Unilever and areas for improvement. ■ We operate a Responsible Suppliers Policy to define the mandatory requirements that all our supply chain partners must confirm they can meet. ■ The Board receives regular reports in relation to supply chain matters. See pages 29, 39 to 42, 44 and 45 Planet & Society We aim to improve the health of the planet while contributing to a fairer and more socially inclusive world. ■ As part of our sustainability materiality process, we analyse insights from our key stakeholders to make sure we’re focusing on the most important sustainability issues and to inform our reporting – see our website for more details. ■ We continued our partnerships with other businesses throughout the year, advocating for policy change on a range of sustainability topics, including increased levels of national climate ambition and access to finance for the vulnerable communities most affected by the impacts of climate change. ■ We produce an annual statement in relation to modern slavery. ■ Our Chief Sustainability Officer provides reports to the Board ■ The Board reviews updates to the Climate Transition Action Plan and progress with respect to it ■ Our senior business leaders attended COP28 in November/December 2023 ■ The Board reviews and approves the annual modern slavery statement. See pages 38 to 55 Unilever stakeholders How Unilever engages with stakeholders How the Board interacts on stakeholder issues Further information STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 92 Unilever Annual Report on Form 20-F 2023
Key decisions by the Board including Section 172 considerations The table below shows some of the key decisions of the Board in 2023. The Directors confirm that the deliberations of the Board incorporated appropriate consideration of the matters detailed in Section 172 of the Companies Act 2006. The Board recognises that having regard to the needs and expectations of stakeholders is crucial, as it ensures that Unilever is well positioned to deliver long-term sustainable growth for the benefit of all its stakeholders. Strategy and business plan Background A Strategic Review of Unilever’s business was carried out by the Board led by the CEO and announced to the markets on 26th October 2023. The Strategic Review concluded that the business would implement an action plan for faster growth, greater productivity and simplicity with a stronger performance culture. The Board also reviewed M&A activity and confirmed that the approach of bolt-on acquisitions and strategic disposals of lesser performing businesses would continue. Stakeholder considerations The Strategic Review took into account the interests of shareholders in its aims to create value for shareholders. It also took in to account customers, consumers and employees in unlocking the potential for the business and in the continued development of a business model for long-term sustainable growth. Faster growth will involve greater focus on Unilever’s top 30 Power Brands to drive brand superiority and increase brand investment and returns. The move to greater productivity and simplicity will assist in the delivery of gross margin and a more focused sustainability agenda. A stronger performance culture will involve clearer priorities and accountability and alongside this more differentiated reward. Together these measures are intended to deliver greater returns for shareholders both in the short to medium term and also assist in building long-term sustainable brand positions through the investment in our brands. Society and sustainability Background Unilever has a long standing commitment to being at the forefront of global leadership in sustainable business and this is at the heart of what Unilever stands for. The Strategic Review by the Board looked at Unilever’s societal and climate approach as an integral part of our way of doing business. Our Climate Transition Action Plan, first publicised and approved by shareholders in 2021, has been updated and is being put again to shareholders at the 2024 AGM. The Strategic Review and the revised Climate Transition Action Plan have been reviewed by and have the full support of the Board and the Unilever Leadership Executive. Stakeholder considerations Climate change and environmental sustainability impact the lives and livelihoods of people all around the world and, as such, impact on all of the stakeholders of the Company from suppliers to customers and consumers. As stakeholders our employees wish to work in a company which values the environment and our shareholders benefit from best business practice in the area of sustainability. As a result of the Strategic Review, the Company will focus its sustainability efforts on areas of critical importance with the aim of achieving greater impact in a shorter time, the pillars of this focus being Climate, Nature, Plastics and Livelihoods. All of our brands will participate in this with each brand focusing its efforts on what is most meaningful for its brand purpose. Our approach to society and sustainability will therefore continue to assist, for example, our suppliers in the development of sustainable agriculture and our customers and consumers will continue to benefit from products that aim for the highest standards in sustainability. Ultimately we believe this will be good for our business with shareholders benefiting as a result. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 93
Appointments of new Non-Executive Director and Chair and new Chief Financial Officer Background The Board approved the appointment of Ian Meakins as a Non-Executive Director with effect from 1 September 2023 and Chair of the Company with effect from 1 December 2023. The Board also approved the appointment of Fernando Fernandez as an Executive Director and Chief Financial Officer of the Company with effect from 1 January 2024. Stakeholder considerations The Board considered Ian Meakins' significant global business experience leading companies as Chair and CEO across a diverse range of industries. The Board concluded that Unilever would benefit from this experience and that Ian would bring strong and effective leadership. The Board looked at Fernando Fernandez’s impressive track record in his Unilever career with his deep financial and business experience. The strategic acumen and leadership qualities that Fernando would bring to the role of CFO would be key in delivering the action plan that the Board had approved. Overall the Board concluded that both of these appointments would be beneficial to Unilever, its shareholders and wider stakeholders. Executive Pay Background At the 2023 AGM, the resolution to approve the advisory vote on the Directors’ Remuneration Report received 42% of the vote and was not passed. In accordance with the UK Corporate Governance Code 2018, the Company included in its AGM results announcement a commitment to listen to shareholder feedback and to publish a further statement detailing the outcome of such shareholder engagement and any actions taken as a result. The Company proceeded to conduct a wide ranging consultation with shareholders to understand the reasons behind this vote and the views of shareholders on executive remuneration. In addition further consultation with shareholders took place in relation to the proposed Directors' Remuneration Policy. Stakeholder considerations Following the shareholder consultation it was decided that the fixed pay of the CEO would not be increased in 2024 and 2025 and this was announced on 30 October 2023. This is also included in the Directors' Remuneration Policy to be put to shareholders at the 2024 AGM. The additional consultation with shareholders was also used in preparing the Directors' Remuneration Policy. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 94 Unilever Annual Report on Form 20-F 2023
Board leadership & shareholder engagement Non-Executive Directors’ role and time commitment The Non-Executive Directors exercise objective judgement in respect of Board decisions, providing scrutiny and challenge so as to hold management to account. Non-Executive Directors offer strategic guidance and specialist advice based on the breadth of experience and knowledge they bring to the Board. On appointment, our Non-Executive Directors complete an induction process including meetings with the Unilever Leadership Executive and senior members of management. These include understanding key risk areas in the business and providing an understanding of the culture of the organisation. There is also the opportunity to visit Unilever’s operations in person. Non-Executive Directors are required to have sufficient time available to discharge their responsibilities effectively and to continuously develop their knowledge of the business. The role of the Non-Executive Directors incorporates the review of information in advance of Board meetings to ensure that thorough preparation for, and debate at, Board meetings is possible. Non-Executive Directors have full access to senior management and take opportunities to meet them on a regular basis. Site visits also give Non-Executive Directors the ability to meet members of the workforce from different levels of the organisation. All Directors are expected to attend each Board meeting and each Committee meeting of which they are members, unless there are exceptional reasons preventing them from participating. Only members of the Committees are entitled to attend Committee meetings, but others may attend at the Committee Chair’s discretion. Executive Directors attend Committee meetings by invitation only. If Directors are unable to attend a Board or Committee meeting, they have the opportunity beforehand to discuss any agenda items with the Chair or the Committee Chair. Board appointment The report of the Nominating and Corporate Governance Committee on pages 102 to 106 describes the work of the Committee including in relation to Board appointments and recommendations for re-election. The procedure for the nomination and appointment of Directors is also contained within the document entitled ‘Appointment procedure for PLC Directors' which is available on our website. Directors may be appointed by a simple majority vote of shareholders at a general meeting, or on an interim basis by the Board (in which case they will offer themselves for election at the next AGM). Composition, balance and independence of the Board As at 31 December 2023, the Unilever Board comprised 12 Directors: the Chair, two Executive Directors and nine independent Non-Executive Directors. The balance of Directors on the Board ensures that no individual or small group of Directors can dominate the decision-making process. The biographies on pages 84 to 85 and the table on page 105 in the Nominating and Corporate Governance Committee Report demonstrate a diverse Board with a broad range of sector experience, skills and knowledge. The Board carries out an annual review of the performance of the Directors in addition to a thorough review of the Non- Executive Directors’ and their related or connected persons’ relevant relationships in line with the best practice guidelines in the UK and US. The criteria chosen by the Board to assess the independence of the Non-Executive Directors, which is set out in detail in the Governance of Unilever, includes in summary: ■ no additional remuneration or other benefits from any Group company; ■ no material business relationships within the last three years, including shareholder, customer, adviser and supplier relationships, with any Group company; ■ no cross-directorships or significant links with other Directors through involvement in other companies or bodies; ■ not more than nine years of service on the Board in normal circumstances; ■ not a former employee of any Group company within the last five years; ■ no close family ties with any of Unilever’s advisers, Directors or senior management; and ■ no significant shareholdings in Unilever or any Group company. All the Non-Executive Directors are considered to have the appropriate skills, knowledge, experience and character to bring objective and constructive judgement and valuable insights to the Board’s deliberations. The Board has concluded that all the Non-Executive Directors were independent during the period covered by this report. The Chair was considered to be independent on appointment and is committed to ensuring that the Board continues to comprise a majority of independent Non-Executive Directors. Conflicts of interest Directors have a statutory duty to avoid actual or potential conflicts of interest. The Board ensures that there are effective procedures in place to avoid conflicts of interest by Directors. A Director must without delay report any conflict of interest or potential conflict of interest to the Chair and to the other Directors and the Group Secretary, or, in case any conflict of interest or potential conflict of interest of the Chair, to the SID, the other Directors and the Group Secretary. The Director in question must provide all relevant information to the Board, so that the Board can decide whether a reported (potential) conflict of interest of a Director qualifies as a conflict of interest within the meaning of the relevant laws. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 95 Adrian Hennah, Chair of Audit Committee (centre) Ruby Lu, member of the Audit Committee (left)
Unless authorised by the Board, together with compliance with any restrictions that have been required of such a Director, a Director may not take part in the decision-taking process of the Board in respect of any situation in which he or she has a conflict of interest. The Board consider the procedures that have been put in place to deal with conflicts of interest operate effectively. The interests of new Directors are reviewed during the recruitment process and authorised (if appropriate) by the Board at the time of their appointment. Directors have a continuing duty to update the Board on any changes to their external appointments which are also reviewed by the Board on a regular basis. Unilever recognises that the Executive Directors acting as directors of other companies is beneficial from a personal development perspective and therefore also beneficial to the Group. The number of external directorships of listed companies is generally limited to one per Executive Director to reduce the risk of excessive commitment and prior approval is required from the Chair. Board evaluation Each year, the Board formally assesses its own performance, including with respect to its composition, diversity and how effectively its members work together to achieve objectives. In 2023 a self-evaluation of the Board’s effectiveness was conducted. The evaluation consisted of a questionnaire completed by each of the Directors followed by a Board discussion in November 2023, covering both the outcome of the evaluation and the proposed actions to enhance the effectiveness of the Board. The outcome of such discussions is taken into account in the assessment of Directors when proposals for the re- election of Directors is considered. The evaluation looked at key areas of the functioning and operation of the Board. The directors considered the level of information provided to the Board and the timing and frequency of meetings. In particular the financial controls and risk assessments carried out by the Board and its Committees were reviewed. As succession planning had been a key part of the Board’s business in 2023, with the appointment of a new Chair, Chief Executive Officer and Chief Financial Officer, the Board succession procedures were also reviewed. The overall composition of the Board was also considered together with the relevant expertise of Board members in relation to the strategic and other material issues facing the Company. It was concluded that the Board operated effectively and that the Board processes on the provision of information worked well. The Board’s knowledge and assessment of financial controls and key risks was strong and the processes for succession planning and the execution of those plans had been effective in 2023. With the ongoing development of the business from a strategic and simplicity perspective and the continued external challenges from digital commerce and geopolitical events in key markets, there was the opportunity to develop Board composition further. An initial step on this was the enhancement of the skills and experience matrix for directors which is included in the report of the Nominating and Corporate Governance Committee on page 105. The Board would also like to focus more on the key performance indicators used in the business to support the new performance culture that has been introduced. The evaluation of the Board’s principal Committees was performed under the supervision of the respective Chairs and the Chief Legal Officer & Group Secretary, taking into account the views of respective Committee members and the Board members. The key actions arising from these Committee evaluations can be found in each of the Committee Reports. Board induction and training All new Directors participate in a comprehensive induction programme when they join the Board. The induction programme typically includes site visits, meetings with the Group’s businesses, with other Board Directors, senior executives and managers, advisers and the Group's internal and external auditors. This is supplemented with a wide range of information including historical Board and Committee papers, internal and external reports and presentations covering the key commercial, operational, financial and functional areas of the Group and relevant policies and governance procedures. The Chair ensures that ongoing training is provided for Directors by way of presentations and circulated updates at and between Board and Committee meetings. The training covers, among other things, Unilever’s business, environmental, social, corporate governance, regulatory developments and investor relations matters. For example, in 2023 the Directors received presentations on corporate governance reforms and Unilever's Code of Business Principles. In addition, outside of the scheduled Board meetings, several Directors visited Unilever businesses and met with local management in the UK, Brazil and Argentina. Workforce engagement The Board believes that taking into account feedback from the workforce widens the diversity of its views when making business decisions. In view of Unilever’s global footprint and scope of operations, the Board decided that the most effective way of organising its engagement with employees is to share the responsibility among all Non-Executive Directors. Unilever’s Workforce Engagement Policy provides for workforce engagement in a variety of ways both face-to-face and virtually through sessions with Non-Executive Directors, engaging with employee representatives, site visits, and employee surveys such as UniVoice (see below for further information). These engagement activities cover the entire workforce demographic in terms of geography, all Business Groups, length of service, work level/seniority and supply chain and office staff. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 96 Unilever Annual Report on Form 20-F 2023 Hein Schumacher, CEO
In 2023, Non-Executive Directors participated in eight workforce engagement events, both virtually and in person, in the UK as well as in the Netherlands. A wide range of topics were discussed including those that are personal to the workforce and those of a more business and strategic nature. Topics included: future fit skills; safety; equality, diversity and inclusion; sustainability; and research and development. Perspectives from the workforce have been taken into consideration in decision making. For example, employee survey results from 2023 indicated some ambiguity in experience of our operational model. Management intends to further clarify decision rights and cost ownership to address some of these concerns and speed up decision-making. Further action has been taken in response to feedback collected in workforce engagement sessions. For example in Nutrition, cross-functional working groups have been established to co-create the 2024 innovation strategy in response to feedback from the workforce to speed up ways of working and increase collaboration between teams. The Board evaluates the effectiveness of workforce engagement on an annual basis and feedback is also sought from employees who take part in the workforce engagement sessions, thereby creating a feedback loop between the Board and employees. Shareholder engagement The Board values open and meaningful discussions with our shareholders on all matters. The CFO has lead responsibility for shareholder engagement, with the active involvement of the CEO and supported by the Investor Relations department. In 2023 the new Chair had introductory meetings with key shareholders comprising over 25% of the issued share capital of the Company. Following the announcement of the Company’s Growth Action Plan in October 2023, the CEO held a series of roadshows with investors in the Netherlands, the UK and the US. In addition the SID had meetings with a wide number of investors in relation to the remuneration of the executive directors and the CFO held a roadshow with investors following the first half-year results. The Board receives regular briefings on investor reactions to Unilever’s quarterly, half- and full-year results announcements, on key issues such as the Climate Transition Action Plan and on any issues raised by shareholders that are relevant to their responsibilities. We maintain a frequent dialogue with our principal institutional shareholders and regularly collect feedback. Private shareholders are encouraged to give feedback via shareholder.services@unilever.com. Our shareholders are also welcome to raise any issues directly with the Chair or the SID. The Chair, the SID, the Executive Directors and other Directors are also available to answer questions from the shareholders at the AGM each year. General meetings At the AGM, the Chair and CEO give their thoughts on governance aspects of the preceding year, the Group’s strategy together with a review of the performance of the Group over the last year. Shareholders are encouraged to attend the meeting and to ask questions at or in advance of the meeting. The external auditors attend the AGM and are entitled to address the meeting on any part of the business of the meeting which concerns them as auditors. Unilever’s AGM in 2023 was a physical meeting and the proceedings were also streamed via a live webcast for shareholders. The Chair, CEO, CFO, SID, Committee Chairs, Susan Kilsby and Hein Schumacher were present and following the statements from the Chair and CEO, questions submitted by shareholders prior to the meeting and received during the meeting were addressed. All 23 resolutions were put to a poll at the 2023 AGM to ensure an exact and definitive result and to facilitate maximum participation by Unilever’s geographically spread shareholders. Of these 22 resolutions were passed with in excess of 80% votes cast in favour. Resolution 2 was not passed as noted on page 94. The Company consulted with shareholders on this and issued a statement on this on 30 October 2023. This confirmed that CEO fixed pay would not be increased in 2024 or 2025. In addition the Remuneration Policy will be put to shareholders at the AGM in 2024. The 2024 AGM will be held on 1 May 2024 at Hilton, London Bankside, 2-8 Great Suffolk Street, London, SE1 0UG. The Notice of AGM and other documentation are enclosed with this Annual Report and Accounts and are available on the Company’s website at www.unilever.com for those shareholders who have opted for electronic communication. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 97 Strive Masiyiwa, Chair of the Corporate Responsibility Committee and Professor Youngme Moon, member of the Corporate Responsibility Committee
Additional disclosures The following disclosures are made in compliance with the Financial Conduct Authority’s Listing Rule 9.8.4C R: Results and dividends Unilever PLC publishes financial information on a quarterly basis and these reports can be found at www.unilever.com. Details of the quarterly dividends for the financial year ended 31 December 2023 are provided on page 194. Future developments Information on likely future developments in our business and an indication of our research and development activities is set out in the Strategic Report on pages 6 to 55. Articles of Association The current Articles of Association (Articles) were approved by shareholders at the 2021 AGM and adopted with effect from 5 May 2021. The Articles may only be amended by a special resolution of the shareholders. The Articles can be found on the Company's website at www.unilever.com. Disclosure of information to the external auditor Each of the Directors who held office at the date of approval of this report confirm that, to the best of each of the Directors’ knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on the Company’s consolidated and parent company accounts has been provided, and each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that the Company’s auditors are aware of any such information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Directors The Company’s Directors who served during the financial year ending 31 December 2023 are provided on pages 84 and 85. Details of director changes in the year are provided in the report of the Nominating and Corporate Governance Committee on pages 102 to 104. Appointment of Directors The rules governing the appointment and retirement of Directors are set out in the appointment procedure for PLC Directors available on the Company’s website and are summarised in the report of the Nominating and Corporate Governance Committee. All Directors must submit themselves for election or re-election as the case may be each year at the AGM. At the 2024 AGM, seven Directors will offer themselves for election or re-election. Details of the Directors standing for election or re-election are set out in the 2024 Notice of AGM. Information on the service agreements of Executive Directors can be found in the Directors’ Remuneration Report on pages 116 to 118 and 129 to 153. The letters of appointment of the Non-Executive Directors are available for inspection at the Company’s registered office. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 98 Unilever Annual Report on Form 20-F 2023 Listing Rule 9.8.4C R Interest capitalised by the Group during the year None Publication of unaudited financial information Not applicable Details of any long-term incentive schemes See pages 116, 117, 130 to 132 and 135 to 144 Director waiver of emoluments Not applicable Director waiver of future emoluments: Not applicable Allotments for cash of equity securities made during the year None Allotment for cash of equity securities made by a major unlisted subsidiary during the year Not applicable Details of participation of parent undertaking in any placing made during the year Not applicable Details of relevant material contracts in which a Director or controlling shareholder was interested during the year Not applicable Contracts for the provision of services by a controlling shareholder during the year Not applicable Details of any arrangement under which a shareholder has waived or agreed to waive any dividends Unilever PLC holds 16,181,572 ordinary shares of 31/9p each as Treasury shares. No dividends are payable on these shares. As at 1 March 2024 Fidelity held 507,462 ordinary shares of 31/9p of Unilever PLC on behalf of the Company to be used in satisfaction of employee share scheme obligations. Fidelity has agreed to waive on an ongoing basis any dividends payable in respect of such shares. As at 1 March 2024 the Trustee of the Company's Employee Benefit Trust ('EBT') held 2,348,355 31/9p ordinary shares of 31/9p of Unilever PLC. The Trustee of the Company’s EBT has agreed to waive, on an ongoing basis,any dividends payable on shares it holds in trust for use under the Company’s employee share schemes. The practice of Fidelity and the Trustees of the EBT is to abstain from voting on the shares that they hold. Details of the employee share schemes can be found on pages 116, 117, 130 to 132 and 135 to 144. Details of where a shareholder has agreed to waive future dividends See below Statements relating to controlling shareholders and ensuring company independence Not applicable
Directors’ share interests Details of the Directors’ interests in shares can be found in the Directors’ Remuneration Report on pages 132, 138 to 143 and 148. Contracts of significance During the year, no Director had any interest in any shares or debentures in the Company’s subsidiaries, or any material interest in any contract with the Company or a subsidiary being a contract of significance in relation to the Company’s business. No member of the Group is party to any significant agreement that takes effect, alters or terminates upon a change of control or following a takeover of Unilever PLC. In addition, there are no agreements providing for compensation for loss of office or employment as the result of a takeover of Unilever PLC. There are no controlling shareholders of Unilever PLC. Powers of the Directors The Board of Directors is responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles. The Board has delegated certain of its powers, authorities and discretions to the CEO, CFO and to the Board Committees. Detailed information on the responsibilities and authorities of each of these is available in the Governance of Unilever on the Company's website. In addition, information on the Board's and the Committee's responsibilities and activities in the year to 31 December 2023 are available on pages 90, 103, 108 and 113. Directors’ indemnities and Directors’ and Officers' insurance The power to indemnify Directors, together with former Directors, the Company Secretary and the directors of subsidiary companies, is provided for in the Company's Articles of Association. Unilever maintains appropriate D&O insurance to the extent permitted by law. In addition, Unilever has granted indemnities to each Director and the Group Secretary, together with former Directors and Company Secretaries of Unilever and the directors of subsidiary companies, whereby the Company indemnifies these individuals in respect of any proceedings brought by third parties against them personally in their capacity as Directors or Officers of the Company or any Group company. These ''qualifying third party indemnity provisions'' were in force during the course of the financial year ended 31 December 2023 and remained in force at the date of this report. The Company would also fund ongoing costs in defending a legal action as they are incurred rather than after judgement has been given. In the event of an unsuccessful defence in an action against them, individual Directors would be liable to repay the Company for any damages and to repay defence costs to the extent funded by the Company. Neither the indemnity, nor the D&O insurance cover provides cover in the event a Director or Officer is proved to have acted fraudulently or dishonestly. In addition, the Company provides indemnities (including, where applicable, a qualifying pension scheme indemnity provision) to the Directors of three subsidiaries, each of which acts or acted as trustee of a Unilever UK pension fund. Appropriate trustee liability insurance is also in place. As above, these indemnities were in force during the course of the financial year ended 31 December 2023 and remained in place at the date of this report. Political donations At the 2023 AGM, shareholders passed a resolution to authorise the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure (in each case as defined in the Companies Act 2006). As the authority granted at the 2023 AGM will expire, renewal of this authority will be sought at this year’s AGM. Further details are available in the Notice of AGM, available on the Company’s website. 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 sought purely as a precaution. The Board members have each confirmed compliance with Unilever's Code of Business Principles, as is required on an annual basis, and that there has been no political activity or payments by the Unilever Group. Shares Share capital Unilever’s issued share capital on 31 December 2023 was made up of £78,294,139 split into 2,516,597,338 ordinary shares of 31/9p each and each carrying one vote. A total of 16,181,572 Unilever ordinary shares were held in treasury as at 31 December 2023 representing 0.64% of Unilever’s issued share capital. A total of 49,770,289 ordinary Unilever PLC shares held in Treasury from share buy-backs were cancelled on 2 August 2023. Share issues and purchase of shares At the 2023 AGM held on 3 May 2023, Unilever’s Directors were authorised to: ■ issue new shares, up to a maximum of £26,226,666 nominal value (which at the time represented approximately 33% of Unilever’s issued ordinary share capital); ■ disapply pre-emption rights up to a maximum of £3,935,735 nominal value (which at the time represented approximately 5% of Unilever’s issued ordinary share capital) for general corporate purposes and an additional 5% authority in connection with an acquisition or specified capital investment; and ■ make market purchases of its ordinary shares, up to a maximum of 253,000,000 ordinary shares (which at the time represented just under 10% of PLC’s issued ordinary share capital) and within the price limits prescribed in the resolution. In 2022, Unilever commenced a €3bn share buyback programme over two years. The purpose of the share buyback programme was to reduce the capital of Unilever and in 2022 Unilever bought back 34,217,605 Unilever ordinary shares of 31/9p each in two tranches, the total consideration for which was €1.5bn. Further in 2023, Unilever bought back 31,734,256 Unilever ordinary shares of 31/9p each in two tranches, the total consideration for which was €1.5bn to complete such share buyback programme. The shares repurchased in 2023 comprised 1.26% of Unilever's issued share capital as at 31 December 2023. Outside of this share buyback programme, no other company within the Group purchased any Unilever STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 99
ordinary shares or American Depositary Shares during 2023. During 2023 there were 100,000 Unilever ordinary shares of 31/9p each issued in satisfaction of employee share scheme awards. Right to hold and transfer ordinary shares Unilever’s constitutional documents place no limitations on the right to hold or transfer Unilever ordinary shares. There are no limitations on the right to hold or exercise voting rights on the ordinary shares of Unilever imposed by English law. Unilever is not aware of any agreements between holders of securities which may result in restrictions on transfer or voting rights. Right to receive dividends The employee benefit trust, established by the Company to facilitate the settlement of various share plan awards, waives its entitlement to receive dividends in respect of shares that are the beneficial property of the trust. Listings Unilever has ordinary shares listed on the London Stock Exchange (ULVR), on Euronext Amsterdam (UNA) and, as American Depositary Receipts1 (UL), on the New York Stock Exchange. 1. One American Depositary Receipt represents one PLC ordinary share with a nominal value of 31/9p. Significant shareholders of Unilever As far as Unilever is aware, the only holders of more than 3% of, or 3% of voting rights attributable to, Unilever’s ordinary share capital (‘Disclosable Interests’) on 31 December 2023, were BlackRock, Inc. with a shareholding of 9.1% and Vanguard Holding with a shareholding of 4.9%. No Disclosable Interests have been notified to Unilever between 1 January 2024 and 22 February 2024 (being a date not more than one month prior to the date of the Company's Notice of Annual General Meeting). As far as Unilever is aware, between 1 January 2021 and 22 February 2024, only BlackRock, Inc. and Vanguard Holding have held more than 3% of, or 3% of voting rights attributable to, Unilever’s ordinary shares. Accounting policies, financial instruments and risk Details of the Group’s accounting policies, together with post balance sheet events and details of financial instruments and risk, are provided in Notes 1, 16, 18 and 26 to the Financial Statements. Branch offices Details of the Unilever Group's branches are listed on page 244. Employment of disabled people Disability inclusion is deeply important to Unilever. It is critical that our brands live up to our values by understanding the lives, experiences and stereotypes facing persons with disabilities and reflecting their stories in our brand communications. In addition, Unilever has a range of employment policies which clearly detail the standards, processes, expectations and responsibilities of its people and the organisation. These policies are designed to ensure that everyone – including those with existing or new disabilities and people of all backgrounds – is dealt with in an inclusive and fair way from the recruiting process and ongoing through their career at Unilever. This includes access to appropriate training, development opportunities or job progression. Further details can be found on page 37. Employee share plans The Company operates a number of employee share plans, details of which are set out in note 4C and in the Directors’ Remuneration Report on pages 116, 117, 130 to 132 and 135 to 144. Stakeholder engagement The Group’s stakeholders are our shareholders, our workforce, consumers, customers, our suppliers and business partners, and the planet and society as a whole. The Board is aware that its actions and decisions impact our stakeholders. Effective engagement with stakeholders is important to the Board as it strengthens the business and helps to deliver a positive result for all our stakeholders. In order to comply with Section 172 of the Companies Act, the Board is required to take into consideration the interests of stakeholders and it must also include a statement setting out the way in which Directors have discharged this duty during the year. The Group’s stakeholders are identified on pages 91 and 92 and information on how the Directors have had regard to the matters set out in Section 172 can be found on pages 93 and 94. Further information on workforce engagement can also be found on pages 96 and 97. Related party transactions Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in note 23 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2023 up to 22 February 2024 (the latest practicable date for inclusion in this report). Corporate governance compliance We conduct our operations in accordance with internationally accepted principles of good governance and best practice, while ensuring compliance with the corporate governance requirements applicable in the countries in which we operate. Unilever is subject to corporate governance requirements STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview 100 Unilever Annual Report on Form 20-F 2023 Susan Kilsby, member of the Audit Committee
(legislation, codes and/or standards) in the UK and the US and in this section, we report on our compliance against these. United Kingdom In 2023, Unilever has applied the principles and complied with the provisions of the UK Corporate Governance Code. Further information on how Unilever has applied the five overarching categories of principles can be found on the following pages – (i) Board Leadership: pages 82, 89, 93 to 95 and 97; (ii) Division of Responsibilities: pages 89 and 95; (iii) Composition, Succession and Evaluation: pages 95 to 97 and 103 to 104; (iv) Audit, Risk and Internal Controls: pages 107 to 111; and (v) Remuneration: pages 116 to 153. The UK Corporate Governance Code is available on the Financial Reporting Council’s (FRC) website. Risk Management and Control: Our approach to risk management and systems of internal control is in line with the recommendations in the FRC’s revised guidance ‘Risk management, internal control and related financial and business reporting’ (the Risk Guidance). It is Unilever’s practice to review acquired companies’ governance procedures and to align them to the Group’s governance procedures as soon as is practicable. Greenhouse Gas (GHG) Emissions: Information on GHG emissions can be found on page 47. Employee Involvement and Communication: Unilever’s UK companies maintain formal processes to inform, consult and involve employees and their representatives. A National Consultative Forum comprising employees and management representatives from key locations meets regularly to discuss issues relating to Unilever sites in the UK. We recognise collective bargaining on a number of sites and engage with employees via the Sourcing Unit Forum, which includes national officer representation from the three recognised trade unions. A European Works Council, embracing employee and management representatives from countries within Europe, has been in existence for several years and provides a forum for discussing issues that extend across national boundaries. Further details on how the Board has engaged with the workforce can be found on pages 96 and 97. Equal Opportunities and Diversity: Consistent with our Code of Business Principles, Unilever aims to ensure that applications for employment from everyone are given full and fair consideration and that everyone is given access to training, development and career opportunities. Every effort is made to reskill and support employees who become disabled while working within the Group. United States Unilever is listed on the New York Stock Exchange (NYSE). As such, Unilever must comply with the requirements of US legislation, regulations enacted under US securities laws and the Listing Standards of the NYSE, that are applicable to foreign private issuers, copies of which are available on their websites. We comply with the Listing Standards of the NYSE applicable to foreign private issuers. We are required to disclose any significant ways in which our corporate governance practices differ from those required of US domestic companies listed on the NYSE. Our corporate governance practices are primarily based on the requirements of the UK Listing Rules and the UK Corporate Governance Code but substantially conform to those required of US domestic companies listed on the NYSE. The only significant way in which our corporate governance practices differ from those required of US domestic companies under Section 303A Corporate Governance Standards of the NYSE is that the NYSE rules require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with certain limited exemptions. The UK Listing Rules require shareholder approval of equity compensation plans only if new or treasury shares are issued for the purpose of satisfying obligations under the plan or if the plan is a long- term incentive plan in which a director may participate. Amendments to plans approved by shareholders generally only require approval if they are to the advantage of the plan participants. Attention is drawn to the Report of the Audit Committee on pages 107 to 111. In addition, further details about our corporate governance are provided in the document entitled 'The Governance of Unilever’ which can be found on our website. All senior executives and senior financial officers have declared their understanding of and compliance with Unilever’s Code of Business Principles and the related Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted in 2023 to any of the persons falling within the scope of the SEC requirements. The Code of Business Principles and related Code Policies are published on our website. Risk Management and Control: Following a review by the Disclosure Committee, Audit Committee and Board, the CEO and the CFO concluded that the design and operation of the Group’s disclosure controls and procedures, including those defined in the US Securities Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December 2023 were effective. Unilever is required by Section 404 of the US Sarbanes-Oxley Act of 2002 to report on the effectiveness of its internal control over financial reporting. This requirement is reported on within the section entitled ‘Management’s Report on Internal Control over Financial Reporting’ on page 254. The Directors' Report has been approved by The Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Corporate Governance overview Unilever Annual Report on Form 20-F 2023 101 Ian Meakins, Chair (third from the left)
Ian Meakins Chair of the Nominating and Corporate Governance Committee I am pleased to present the report of the Nominating and Corporate Governance Committee for the year ended 31 December 2023. It has been a busy year for the Committee overseeing a number of Board changes. The Committee itself was led by Nils Andersen until my appointment on 1 December 2023 and Nils will continue as a valued member of the Committee until he steps down from the Board at the AGM in 2024, as previously announced. In 2023, the Committee had overseen the appointment of Hein Schumacher as CEO and this change became effective on 1 July 2023 with the retirement of Alan Jope at that time. In May 2023, Graeme Pitkethly informed the Board of his intention to retire from Unilever. The Committee has therefore also overseen the appointment of a new CFO, Fernando Fernandez, whose appointment took effect on 1 January 2024. Fernando has an extensive track record in a variety of financial, marketing and general management roles in Unilever. His deep financial and business experience, strategic acumen and leadership qualities will be critical in helping to drive the step-up in Unilever’s performance that we are all determined to deliver. Graeme Pitkethly remained as CFO until 31 December 2023, at which point he also stood down as a Director. Graeme is assisting with the transition of Fernando in to his new role until the end of May 2024. At the end of October 2023, Feike Sijbesma stepped down as a Non-Executive Director having served nine years on the Board. On behalf of the Committee, I would like to thank Feike for his service to Unilever. Further details of these Board changes are provided in this report on pages 103 and 104. The Committee was engaged in Board succession and talent development in the Unilever Leadership Executive A number of changes to the Unilever Leadership Executive were also announced on 26 October 2023 and were effective on 1 January 2024. The Committee was involved in the consideration of the candidates for the Unilever Leadership positions. A diverse and inclusive workplace is a priority for the Board and Committee, and it underpins the appointment and recruitment processes at all levels in Unilever. Diversity and inclusion metrics for the Board and ULE are included in the report and, as at 31 December 2023, the Board was 42% female with one third ethnic minority representation. In 2024 the Committee will continue to embed the new leadership and also continue to review Board succession in respect of independent Non-Executive Directors. The Committee will also monitor ongoing succession planning for the Unilever Leadership Executive. I would like to thank the members of the Committee through the year for their commitment and contribution. Ian Meakins Chair of the Nominating and Corporate Governance Committee STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Nominating and Corporate Governance Committee 102 Unilever Annual Report on Form 20-F 2023
Committee members and attendance Attendance Ian Meakins Chair - Nils Andersen 6/6 Judith Hartmann (member from 3 May 2023) 3/3 Andrea Jung 5/6 Ruby Lu (member up to and including 3 May 2023) 3/3 Feike Sijbesma (stepped down as a Non- Executive Director on 31 October 2023) 5/5 The Chair of the Board, Ian Meakins, chairs the Nominating and Corporate Governance Committee. Nils Andersen, Judith Hartmann and Andrea Jung are independent Non-Executive Dircetors and members of the Committee. The Chief Legal Officer and Group Secretary is secretary to the Committee. Other attendees, including the CEO, the Chief People and Transformation Officer and Deputy Secretary, attend the meetings when invited to do so. There were six meetings of the Committee in 2023 and the table above shows attendance at meetings of the Committee in the year. Given changes in the Committee membership this year, attendance is expressed as the number of meetings attended out of the number able to be attended during each director’s respective tenure on the Committee during the year. Role of the Committee The Nominating and Corporate Governance Committee is primarily responsible for: ■ periodically assessing the structure, size and composition of the Board; ■ evaluating the balance of skills, experience, independence, diversity and knowledge on the Board; ■ ongoing succession planning (including the development of a diverse pipeline for succession); ■ drawing up selection criteria and appointment procedures for Directors; ■ reviewing the feedback in respect of the role and functioning of the Board Committees arising from Board and Board Committee evaluations; ■ periodically reviewing and assessing Unilever’s practices and procedures in relation to workforce engagement; and ■ considering current and developing corporate governance matters, which it brings to the attention of the Board where deemed necessary. The Committee’s terms of reference are set out in the Governance of Unilever, which can be found on the Company’s website. Activities of the Committee During the year, the Committee’s key areas of focus included: ■ following a review of the performance of the Directors and, where relevant their independence, the Committee recommended the election and re-election of all Directors at the AGM in May 2023; ■ review of the composition of the Board and its Committees taking into account the experience, skills, knowledge, diversity and attributes of the Directors and the length of tenure of the Non-Executive Directors resulting in changes to the Committee memberships; ■ appointed Spencer Stuart to support the Committee in the search for a new Chair of the Board, culminating in the appointment of Ian Meakins; ■ appointed Russell Reynolds to support the Committee in the search for a new Chief Financial Officer, culminating in the appointment of Fernando Fernandez; ■ assessed best practice guidelines and preferences of certain institutional investors in relation to overboarding; ■ reviewed the ULE succession plan and talent pipeline; ■ conducted an annual review of the diversity policy applicable to the Board and more widely, the workforce engagement activities in the year and the plan for the following year, the terms of reference for the Committee and the annual workplan for the Committee; ■ considered the process and timetable for the Board evaluation and maintained oversight of the process (see page 96 for further information on the Board evaluation); ■ received updates on current and emerging corporate governance legislation, regulation and best practice guidelines including in relation to directors’ duties; and ■ considered the Committee’s draft report for inclusion in the 2022 Annual Report and Accounts. Appointment and reappointment of Directors to the Board All Directors (unless they are retiring) are nominated by the Board for election or re-election at the AGM each year on the recommendation of the Committee. The Committee takes into consideration the outcomes of the Chair's discussions with each Director on individual performance and the evaluation of the Board and its Committees. Non-Executive Directors normally serve for a period of up to nine years. The Committee proposed the election or re-election of all Directors at the 2023 AGM. Nelson Peltz and Hein Schumacher had been appointed by the Board as independent Non-Executive Directors on 20 July 2022 and 4 October 2022 respectively and were therefore put forward for election by shareholders for the first time at the 2023 AGM. All the Directors were appointed by shareholders by a simple majority vote at the 2023 AGM. Subsequent to the 2023 AGM, Alan Jope stood down as a director and CEO on 1 July 2023. Hein Schumacher became an Executive Director on 1 June 2023 and took up the role of CEO on 1 July 2023 following a one month handover period. The Committee also reviews the composition of the Board Committees. During the year, the Committee recommended in May that Ruby Lu be appointed a member of the Audit Committee and that Judith Hartmann be appointed a member of the Nominating and Corporate Governance Committee and the Compensation Committee. The Committee further recommended in October that Ian Meakins be appointed as Chair of the Nominating and Corporate Governance Committee, as a member of the Compensation Committee and the Chair of the Company effective from 1 December 2023. On 31 October 2023, Feike Sijbesma stepped down as a Non-Executive Director of the Company, having served nine years on the Board. During the year, Graeme Pitkethly confirmed that he intended to step down from the Board as a Director and CFO by the end of 2023. The Committee appointed Russell Reynolds to assist it to identify suitable candidates for the position of CFO. Russell Reynolds is an independent executive search firm which has undertaken several executive, non-executive and management searches for the Group. Russell Reynolds do not have any connection to or provide any other services to the Directors or the Group except for normal course recruitment processes. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Nominating and Corporate Governance Committee Unilever Annual Report on Form 20-F 2023 103
In January 2023, Unilever announced the appointment of Fernando Fernandez as a director and CFO with effect from 1 January 2024. Graeme Pitkethly stepped down from the Board on 31 December 2023. The process to search for and appoint a new CFO was managed by the Committee, as summarised below: ■ the Committee agreed the appointment of a search firm which would be best placed to deliver a comprehensive candidate list; ■ a detailed candidate specification was agreed, setting out key responsibilities, experience and personal attributes together with a clearly defined search strategy; ■ a candidate longlist was mapped against the candidate specification taking into account Unilever's Board Diversity Policy; and ■ candidates with the strongest fit were reviewed by the Committee and met with the Chair and SID and preferred candidates were nominated to meet with members of the Board. Overboarding As part of the annual evaluation process for each Director, full consideration was given to the number of external positions held to ensure that the time commitment required did not compromise the Director’s commitment to Unilever. The Committee took into account the views of various investor bodies and certain institutional investors to anticipate any perception of overboarding. The Committee did not identify any instances of overboarding and concluded that all individual Directors had sufficient time to commit to their appointment as a Director of Unilever. The full list of external appointments held by our Directors can be found in their biographies on pages 84 and 85. Board Diversity Policy Unilever has long understood and actively promoted the importance of diversity and inclusion within our workforce. This commitment forms part of Unilever’s Code of Business Principles and is embedded in the way we do business and conduct ourselves at all levels in the organisation. Unilever’s Board Diversity policy, which is reviewed by the Committee each year, is available on the Company’s website. The objective of the Board Diversity policy is to guide that the composition and quality of the Board should be in keeping with the size and geographical spread of Unilever, its portfolio, culture and status as a listed company. The Board Diversity policy is taken into account when making appointments to the Board by considering candidates on merit, on the basis of wide-ranging experience, backgrounds, skills, knowledge and insight with a continuing emphasis on diversity including, but not limited to, factors set out by applicable regulation, guidance and industry and government best practice. The Board supports the recommendations of the FTSE Women Leaders Review on gender diversity and the Parker Review on ethnic diversity. Specifically: ■ As at 31 December 2023, we are proud to have a female Senior Independent Director and 42% female Board members (including Executive Directors). 11% of the Unilever Leadership Executive are female (excluding Executive Directors), due to two females stepping down from their roles prior to the end of 2023. However, as announced on 26 October 2023, two females have been appointed to the Unilever Leadership Executive from 1 January 2024. These appointments increase the female members of the Unilever Leadership Executive to 30% (excluding Executive Directors). There is also a promising pipeline of talent, with 45% of Senior Management (direct reports to the Unilever Leadership Executive) being female as at 31 October 2023. ■ We have 33% ethnic minority Board membership (including Executive Directors), exceeding the Parker Review recommendation of one ethnic minority Board member. Our ethnic minority membership of the ULE stands at 67% (excluding Executive Directors). In accordance with the extended scope of the Parker Review for 2023, we carried out an anonymous survey of Senior Management (direct reports to the Unilever Leadership Executive) via an independent third-party company to determine ethnicity. 24% responded as minority ethnic, 24% as white and 52% undisclosed (including those based in countries where there are legal or cultural restrictions on collecting ethnicity data). Under the extended scope of the Parker Review, we set an ethnic minority target of 24% for the Board, Unilever Leadership Executive and Senior Management by 31 December 2027. This is based on our available baseline data, 2021 UK census statistics, the global nature of Unilever’s business and benchmarking. We will keep this target under review and disclose progress against, and any revision of, the target in future annual reports. Our focus for 2024 is to increase the response rate for ethnicity data from Senior Management. Succession planning Board The Committee reviews the adequacy and effectiveness of succession planning processes and the Board reviews the succession plan in conjunction with the Committee. The succession plan is based on merit and objective criteria and is designed to promote diversity. The Board should comprise a majority of Non-Executive Directors who are independent of Unilever, free from any conflicts of interest and able to allocate sufficient time to carry out their responsibilities effectively. With respect to composition and capabilities, the Board should be in keeping with the size of Unilever, its strategy, portfolio, consumer base, culture, geographical spread and its status as a listed company and have sufficient understanding of the markets and business where Unilever is active in order to understand the key trends and developments relevant for Unilever. The Board believes that a diverse Board with a range of views enhances decision- making which is beneficial to the Company’s long-term success and is in the interests of Unilever’s stakeholders. The Board seeks to promote its diversity by objectively considering candidates on the basis of their experience, skills, knowledge, expertise, gender, race, ethnicity, cultural and geographical background and age. As can be seen in the biographies on pages 84 and 85 and the tables on page 105, the Board meets this profile. ULE In conjunction with the Committee, the Board reviews the succession plan for the ULE. In line with the approach to the Board succession plan, the succession plan for the ULE is also based on merit and objective criteria and is designed to promote diversity. Developing an internal talent pipeline for leadership roles is critical for Unilever. The succession plan identifies potential successors who are considered able to fulfil the roles in the short term and those in the longer term. Development initiatives for senior executives are put in place and usually include executive mentoring and coaching. Senior managers and executives are encouraged to take on a non-executive directorship role as part of their personal development. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Nominating and Corporate Governance Committee 104 Unilever Annual Report on Form 20-F 2023
Skills and experience matrix Nils Andersen Fernando Fernandez Judith Hartmann Adrian Hennah Andrea Jung Susan Kilsby Ruby Lu Strive Masiyiwa Ian Meakins Youngme Moon Nelson Peltz Hein Schumacher Business growth and leadership of large global corporations • • • • • • • • • • • Strategy, corporate transactions and transformation • • • • • • • • • • • • International experience including emerging markets • • • • • • • • • • • • Financial expertise • • • • • • • • • • FMCG and consumer insights • • • • • • • • • • • Technology, digital and innovation • • • • • Marketing and sales channels • • • • • • Risk management and operational excellence (including sustainability and community) • • • • • • • • • • • Society, politics and geopolitics • • • • • • • • • Science and innovation • • • • • People, culture and reward • • • • • • • • Corporate governance • • • • • • • • • • • • In compliance with the FCA Listing Rules, the tables set out below show that as at 31 December 2023 we have 42% female Board members against the target of 40%. The position of Senior Independent Director is held by a female and at least one Board member is from a minority ethnic background. The changes to the ULE effective on 1 January 2024 resulted in a 12 member ULE of which 3 (25%) are women. We collect both gender and ethnicity data direct from Board and ULE members annually on a self-identifying basis in a questionnaire. This data is used for statistical reporting purposes and provided with consent. Board members are asked to identify their gender and ethnicity based on the categories set out in the tables below. Gender representation on the Board and ULE as at 31 December 2023 Number of Board members Percentage of the Board Board (CEO, CFO, SID and Chair) Number of ULE members Percentage of the ULE Men 7 58 3 10 91 Women 5 42 1 1 9 Other – – – – – Not specified/prefer not to say – – – – – Ethnicity representation on the Board and ULE as at 31 December 2023 Number of Board members Percentage of the Board Board (CEO, CFO, SID and Chair) Number of ULE members Percentage of the ULE White British or other White (including minority-white groups) 8 67 3 5 46 Mixed/Multiple Ethnic Groups – – – 1 9 Asian/Asian British 3 25 1 2 18 Black/African/Caribbean/Black British 1 8 – – – Other ethnic group, including Arab – – – 3 27 Not specified/prefer not to say – – – – – STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Nominating and Corporate Governance Committee Unilever Annual Report on Form 20-F 2023 105
Board tenure as at 31 December 2023 Board independence as at 31 December 2023 Committee evaluation A self-assessment was carried out, overseen by the Chief Legal Officer and Group Secretary, which involved completion of a questionnaire which was reviewed by the Chairs of the Committees. The Committee considered the questionnaires and the Board agreed with the Committee's proposal for the Board and Committee evaluation in 2023. The Board and each of the Committees considered their respective feedback in November 2023. The Committee concluded it was performing effectively. The evaluation confirmed that the Committee should continue to focus on the skills, experience and diversity of the Board in maintaining its overview of Board composition. In addition, continued clear communication on succession planning with the Board was essential. These areas would be considered in the Committee's workplan for 2024. Ian Meakins Chair of the Nominating and Corporate Governance Committee Nils Andersen Judith Hartmann Andrea Jung STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Nominating and Corporate Governance Committee 106 Unilever Annual Report on Form 20-F 2023
Adrian Hennah Chair of the Audit Committee On behalf of the Audit Committee, I am pleased to present the Committee’s report for the year ended 31 December 2023. In 2023, the Committee concluded the year with three members. Hein Schumacher was appointed as CEO of Unilever, Judith Hartmann moved to another committee, and we welcomed Ruby Lu. Her insights and experiences especially in evolving technology, are valuable additions to our Committee. The Committee believes it has carried out its duties effectively throughout the year and to a high standard, providing independent oversight. It has had good support from management and the internal audit team. The core of the work of the Committee has been to ensure the integrity of Unilever’s financial and non-financial reporting, the adequacy of its internal control framework and to oversee how the company manages its principal and emerging risks. The committee also participated in the selection of Fernando Fernandez as Unilever’s new Chief Financial Officer. In the area of risk management, we continued to focus this year on cyber security, supply chain resilience, and data privacy. The Committee commissioned an independent assessment of our cyber security maturity to ensure adequacy of our capabilities and controls. The Committee engaged on the organisational changes the company is going through and their impact on reporting and the management of controls. We also met with management to discuss emerging developments in international taxation, pensions and sustainability reporting including pursuant to the Corporate Sustainability Reporting Directive (CSRD) and the new European Sustainability Reporting Standards (ESRSs). In addition to our reporting and control responsibilities, we focused this year on risks relating to cyber security, supply chain resilience and data privacy. We dedicated time and resources to enhancing our understanding of the Group’s continuously evolving regulatory and legal landscape, and how the Group is adapting to it. The Committee also reviewed all significant ethical and compliance matters. In addition to the formal meetings, the Committee members have been engaging with the business through market visits and during the year visited USA, Brazil, Argentina and the Netherlands. In 2024, our primary focus, beyond our core responsibilities, will remain on the evolving cyber security threat landscape and strengthening our supply chain resilience. We will also oversee the preparation for new compliance requirements, in particular enhanced sustainability reporting pursuant to CSRD and the ESRSs. Adrian Hennah Chair of the Audit Committee STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Audit Committee Unilever Annual Report on Form 20-F 2023 107
Committee membership and attendance Attendance Adrian Hennah Chair 8/8 Susan Kilsby 8/8 Judith Hartmann (member up to and including 2 May 2023 ) 5/5 Hein Schumacher (member up to and including 2 May 2023) 5/5 Ruby Lu (member from 3 May 2023) 3/3 The Audit Committee is comprised only of independent Non- Executive Directors with a minimum requirement of three such members. The Audit Committee was chaired by Adrian Hennah. The other Committee members are Susan Kilsby, and Ruby Lu who was appointed in July 2023 replacing Judith Hartmann who transitioned to another committee. Hein Schumacher was appointed to become CEO of Unilever as of July 2023. The Board is satisfied that the members of the Audit Committee are competent in financial matters and have recent and relevant experience. For the purposes of the US Sarbanes-Oxley Act of 2002, Adrian Hennah is the Audit Committee’s financial expert. Other attendees at Committee meetings included the Chief Financial Officer (CFO), Chief Auditor, Deputy CFO & Controller, Chief Legal Officer & Group Secretary, Deputy Group Secretary & Head of Corporate Legal, General Counsel Corporate Governance and Group Corporate Legal, Head of Secretariat, EVP Sustainable Business Performance and Reporting and the external auditors. Throughout the year, the Committee members met periodically without others present and also held separate private sessions with the Chief Financial Officer, Chief Auditor and the external auditors. There were eight scheduled meetings of the Committee during the year. Attendance at the scheduled meetings is shown above. Given changes in the Committee membership this year, attendance is expressed as the number of meetings attended out of the number able to be attended during each director’s respective tenure on the Committee during the year. Role of the Committee The role and responsibilities of the Audit Committee are set out in written terms of reference which are reviewed annually by the Committee, considering relevant legislation, and recommended good practices. The terms of reference are contained within the document entitled "The Governance of Unilever" which is available on our website. The Committee’s responsibilities include, but are not limited to, the following matters: ■ oversight of the integrity of Unilever’s financial statements; ■ review of Unilever’s half-yearly and annual financial statements (including clarity and completeness of disclosure) and of the quarterly trading statements for quarter 1 and quarter 3; ■ oversight of risk management and internal control arrangements; ■ oversight of compliance with legal and regulatory requirements; ■ oversight of the external auditors’ performance, objectivity, qualifications, and independence; ■ the approval process of non-audit services; ■ recommendation to the Board of the nomination of the external auditors for shareholder approval; and approval of their fees, refer to note 25 on page 225; and ■ performance of the internal audit function. All relevant matters arising are brought to the attention of the Board. Committee Reviews To help the Committee meet its oversight responsibilities, focused knowledge sessions are organised for committee members throughout the year. In 2023, sessions were held to review the impact of cost inflation, a review of group litigation, sustainability reporting and M&A performance and plans. In addition, Committee members visited the local businesses in the US, Argentina, Brazil, and the Netherlands providing them with an insight into local market challenges and local risk and control management. In Brazil special focus was given to existing tax liabilities, please refer to note 19 and 20 on page 219-220. In Argentina management’s approach to the challenges arising from the hyperinflationary economic context was focused on, and in the Netherlands the Committee spent time to understand the capabilities of the new R&D center co-located within the local University campus in Wageningen. The Committee also received presentations from management and held discussions on the business's risk management activities, the preparation of the financial statements, the overall control environment, and the operation of the financial reporting controls. Special focus has been given to critical IT systems and cyber security, data privacy, major transformation projects, management of manufacturing third parties as well as management of third-party service providers. In addition, the Committee has had engagements with management with regard to their assurance work on sustainability as well as the work done in the areas of tax, treasury and pension matters. Reporting and Financial Statements The Committee reviewed, prior to publication, the quarterly financial press releases together with the associated internal quarterly reports from the Chief Financial Officer and the Disclosure Committee and, with respect to the full-year results, the external auditor’s report. It also reviewed the Annual Report and Accounts and the Form 20-F 2022 These reviews incorporated the accounting policies and significant judgements and estimates underpinning the financial statements as disclosed within note 1 on page 178. Particular attention was paid to the following significant matters in relation to the financial statements: ■ indirect tax provisions and contingent liabilities related to Brazil, refer to notes 19 and 20 on pages 219-220. The Committee agreed that the tax provisions and judgements around the likelihood as well as the disclosures are appropriate in the Annual Report and Accounts; ■ revenue recognition. The Committee reviewed the adequacy of the policy around the cut off and appropriateness of discounts accruals; ■ impairment risk in Russia. The committee reviewed the disclosure of the impairment risk related to Russia; ■ the presentation of non-underlying items. The Committee took account of management’s responses to its review and of the reporting received from and observations made by the external Auditor. For each of the above areas, the Committee considered the key facts and judgements outlined by management. Members of management attended the section of the meeting of the Committee where their item was discussed to answer any questions or challenges posed by the Committee. The Committee's feedback has been incorporated into the final approach. The matters were also discussed with the external auditors and further information can be found on pages 157 to 172. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Audit Committee 108 Unilever Annual Report on Form 20-F 2023
The Committee specifically discussed with the external auditor how management’s judgement and assertions were challenged and how professional scepticism was demonstrated during their audit of these areas; this included the disclosures for each matter noted above. The Committee is satisfied that there are relevant accounting policies in place in relation to these significant matters and management has correctly applied these policies. In addition to the matters noted above our external auditors, as required by auditing standards, also consider the risk of management override of controls. Nothing has come to our attention to suggest any material misstatement with respect to suspected or actual fraud relating to management override of controls. At the request of the Board, the Committee undertook to: ■ review the appropriateness of adopting the going concern basis of accounting in preparing the annual and half-yearly financial statements; ■ assess whether the business was viable in accordance with the requirement of the UK Corporate Governance Code. The assessment included a review of the principal and emerging risks facing Unilever, their potential impact, how they were being managed, together with a discussion as to the appropriate period for the assessment. The Committee recommended to the Board that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period (consistent with the period of the strategic plan) of the assessment; and ■ consider whether the Unilever Annual Report on Form 20-F 2023 was fair, balanced, and understandable, and whether it provided the necessary information for shareholders to assess the Group’s year-end position and performance, business model and strategy. To make this assessment, the Committee received copies of the Annual Report and financial statements to review during the drafting process to ensure that the key messages were aligned with the Company’s position, performance, and strategy. The Committee also reviewed the processes and controls that are the basis for its preparation. The Committee was satisfied that, taken as a whole, the Unilever Annual Report on Form 20-F 2023 is fair, balanced, and understandable. Regulator Correspondence In 2023, Unilever did not receive any formal notifications or communications from either the U.S. Securities and Exchange Commission (SEC) or the UK Financial Reporting Council (FRC). Sustainability The Committee continued to oversee the reporting of sustainability performance, keeping itself updated on the changing regulatory requirements in this area by having separate knowledge sessions with management and PwC during the year. This included updates on changes in sustainability reporting requirements and changes in sustainability assurance. Historically, reporting on environmental and social matters has mostly been voluntary but this is rapidly changing and there is more and more mandatory reporting on these matters. The UK has required premium listed companies to disclose climate-related information based on the Taskforce on Climate-Related Financial Disclosures (TCFD) framework for the last couple of years. For the financial year beginning on 1 January 2024 we will also need to comply with the CSRD and disclose material sustainability information in accordance with the European Sustainability Reporting Standards. This is an extensive suite of disclosures on a range of environmental, social and governance matters which will be included in our 2024 Annual Report and Accounts. The Committee will be responsible together with the Corporate Responsibility Committee for overseeing compliance with these disclosure requirements. In future years there are also likely to be further mandatory non-financial reporting standards which will be applicable to the group as the International Sustainability Standards Board (ISSB) has issued a number of sustainability reporting standards and is working on additional ones, and these are currently going through the endorsement process for use in the UK. During 2023, the Committee reviewed the 2023 to 2026 sustainability assurance plan. Risk Management & Internal Controls (Assurance) The Committee reviewed Unilever’s overall approach to risk management and control, and its processes, outcomes, and disclosure. The assessment was undertaken through a review of: ■ the yearly report detailing the risk identification and assessment process, together with any emerging risks identified by management; ■ reports from senior management on risk areas for which the Committee had oversight responsibility: treasury, tax and pensions, information security, data privacy, legal and regulatory compliance, supply chain and key suppliers and business transformation; ■ the proposed risk areas identified by the ULE; ■ the Quarterly Risk and Control Status Reports, including Code of Business Principles cases relating to frauds and financial crimes; ■ a summary of control deficiencies identified through controls testing activities together with action plans to address underlying causes; ■ management’s improvements to reporting through further automation and centralisation; and ■ the annual financial plan and Unilever’s dividend policy and dividend proposals. The Committee reviewed the application of the requirements under Section 404 of the US Sarbanes-Oxley Act of 2002 with respect to internal controls over financial reporting. In fulfilling its oversight responsibilities in relation to risk management and internal control, the Committee met regularly with senior members of management and is satisfied with the key judgements taken. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Audit Committee Unilever Annual Report on Form 20-F 2023 109
The Committee has completed its review for 2023 on both risk management and internal control and was satisfied that the process had worked effectively and where specific areas for improvement were identified, there were alternative controls and that processes were under way to ensure sustainable improvements. An area of focus has been to ensure that the controls impacted by the transformation programmes are appropriately designed and are being implemented effectively. Through its review, the Committee also ensured that appropriate procedures are in place for the detection and prevention of fraud. The Committee continued to prepare for legislative or regulatory changes. Whilst many of the proposed audit and corporate governance reforms in the UK are not going to proceed in the short-term, changes to the UK's Corporate Governance, principally in relation to internal controls requirements, were published in January 2024 (with strengthened requirements relating to material internal controls coming into effect for financial years starting on/after 1 January 2026). The Committee will continue to monitor any upcoming legislation and their impact to Unilever. Internal Audit The Committee reviewed internal audit’s plan which is focused on Unilever’s risk areas including sustainability, cyber security, data privacy, financial control processes, product safety and supply chain resilience. The Committee ensured the necessary resources were in place to perform the audits effectively. Enhanced use of data and analytics has made the internal audits more efficient and effective, increasing the coverage. The Committee reviewed quarterly and year-end summary reports which included the results of audit activities and completion status of agreed actions. During the year, the Chief Auditor and his team undertook business visits in person, in particular in a number of the Group's more strategic markets. Most audits have been conducted as hybrid (combination of virtual and physical). Every five years, the Committee engages an independent third party to perform an effectiveness review of the function. This was last completed in 2022 and is planned for 2026. In 2023, the Committee evaluated the performance of the internal audit function through a questionnaire. The feedback was reviewed, and the Committee was satisfied with the effectiveness of the internal audit function. During the year, the Committee also met independently with the Chief Auditor and discussed the results of the audits performed and any additional insights obtained from the Chief Auditor. Audit of the annual accounts KPMG, Unilever’s external auditors and an independent registered public accounting firm, reported in depth to the Committee on the scope and outcome of the annual audit, including their audit of internal controls over financial reporting as required by Section 404 of the US Sarbanes-Oxley Act of 2002. Their reports included audit and accounting matters, governance and control, and accounting developments. The Committee held independent meetings with the external auditors during the year and reviewed, agreed, discussed, and challenged their audit plan, including the materiality applied, scope and assessment of the financial reporting risk profile of the Group. The Committee discussed the views and conclusions of KPMG regarding management’s treatment of significant transactions and areas of judgement during the year. The Committee considered these and is satisfied with the treatment in the financial statements. External Auditors KPMG has been the Group’s auditors since 2014 and shareholders approved their reappointment as the Group’s external auditors at the 2023 AGM. On the recommendation of the Committee, the Directors will be proposing the reappointment of KPMG at the AGM in May 2024. The Committee confirms that the Group is in compliance with The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which requires Unilever to tender the audit every ten years. The last tender for the audit of the Annual Report and Accounts was performed in 2022 where the decision to reappoint KPMG was unanimously recommended by the Committee and approved by the Board of Unilever. At present, we are satisfied with the effectiveness of our current auditors and hence have no plans to re-tender the external auditor appointment for an earlier period. This position is re-evaluated each year. Both Unilever and KPMG have safeguards in place to avoid the possibility that the external auditors’ objectivity and independence could be compromised, such as audit partner rotation and the restriction on non-audit services that the external auditors can perform as described below. KPMG has issued a formal letter to the Committee outlining the general procedures to safeguard independence and objectivity, disclosing the relationship with the Company, and confirming their audit independence. Each year, the Committee assesses the effectiveness of the external audit process which includes discussing feedback from the members of the Committee and stakeholders at all levels across Unilever. Interviews are also held with key senior management within both Unilever and KPMG. The Committee also reviewed the statutory audit, other audit and non-audit services provided by KPMG and compliance with Unilever’s documented approach, which prescribes in detail the types of engagements, listed below, for which the external auditors can be used: ■ statutory audit services, including audit of subsidiaries; ■ other audit services – audits that are not required by law or regulation; ■ non-audit services – work that our external auditors are best placed to undertake, which may include: ■ services required by law or regulation to be performed by the audit firm; and ■ services where knowledge obtained during the audit is relevant to the service such as bond issue comfort letters. Unilever has for many years maintained a policy which prescribes in detail the types of engagements for which the external auditors can be used with all other engagements being prohibited. The policy is aligned with both UK and SEC regulations and is updated in line with these regulations. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Audit Committee 110 Unilever Annual Report on Form 20-F 2023
Audit Fees All engagements over €250,000 require specific advance approval by the Audit Committee Chair. The Committee further review all engagements which have been authorised by the Deputy CFO & Controller. These authorities are reviewed regularly and, where necessary, updated in the light of internal and external developments. Since the appointment of KPMG in 2014, the level of non-audit fees has been below 8% of the annual statutory audit fee, this is also the case for 2023. The level of other audit fees has been below 6% of the annual statutory audit fee except for 2017 (41%), 2018 (24%), 2020 (32%) and 2021 (21%) due to assurance work relating to the disposal of our Spreads business (2017 and 2018) and assurance work relating to the separation of our Tea business (2020 and 2021). Evaluation of the Committee The Committee carried out an assessment of its effectiveness and performance in the year. The process was overseen by the Chief Legal Officer & Group Secretary. The Committee considered the output from that process at its meeting in November 2023. Feedback was also provided to the Board as part of its evaluation of the overall effectiveness of the Board. The Committee concluded that it is performing effectively. Adrian Hennah Chair of the Audit Committee Susan Kilsby Ruby Lu STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Audit Committee Unilever Annual Report on Form 20-F 2023 111
As a Committee, we guide Unilever’s strategy on sustainability, from climate change and plastics, to living wage and human rights. Strive Masiyiwa Chair of the Corporate Responsibility Committee On behalf of the Corporate Responsibility Committee (CRC), I am pleased to present our report for 2023. On reflection, this has been a year of progress despite an ever- changing and increasingly complex operating environment. The CRC is responsible for the oversight of Unilever’s conduct regarding its corporate and societal obligations, its reputation as a responsible corporate citizen and its culture. To execute this duty, the Committee worked closely with Unilever and the Board on a range of topics including climate litigation, Human Rights, and Equity, Diversity, and Inclusion (ED&I), and non- financial reporting, as well as Unilever’s performance against the Sustainability Progress Index (SPI), one of the performance measures for our long-term incentive plans. This year, external challenges reinforced the importance of the Committee’s role in protecting and enhancing Unilever’s reputation, a foundational element to the business's success. The Committee and management discussed at length geopolitical tensions and conflict as well as rising activism, and Unilever’s position, ensuring the business had robust processes in place to respond to such risks, especially those that emerge quickly. From these discussions, the CRC made recommendations to the Board to ensure that Unilever maintains the highest level of oversight of material issues. The Committee also focused on the Climate Transition Action Plan (CTAP) and specifically the Business Group emissions reduction roadmaps to 2030. With the external landscape a challenging mixture of activism, disclosure and physical climate risks, the Committee guided management ahead of the presentation of the CTAP to Unilever’s stakeholders. Throughout the year, it was clear Unilever’s leadership remains committed to delivering resilient, sustainable and superior performance. With the appointment of Hein Schumacher as CEO, and sustainability a key tenet of the Growth Action Plan, there is no doubt that the company remains committed to being a leader in sustainable business. In 2024, with the sustainability focus areas defined, the business is well positioned to use its scale and expertise to make progress on its most material issues. The CRC will continue to support the business to do so, by reviewing the sustainability strategy and challenging management to remain focussed on long-term impact and resilience. Lastly, on behalf of the Committee, thank you to Feike Sijbesma who retired from the CRC after eight years. I look forward to welcoming a new Corporate Responsibility Committee member in 2024. My thanks also go to Unilever’s leadership and the whole organisation for the commitment and drive to deliver sustainable, responsible growth. I look forward to the year ahead and further honest and constructive engagements with my fellow Committee members. Strive Masiyiwa Chair of the Corporate Responsibility Committee STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Corporate Responsibility Committee 112 Unilever Annual Report on Form 20-F 2023
Committee members and attendance Attendance Strive Masiyiwa Chair 5/5 Youngme Moon 5/5 Feike Sijbesma 4/4 This table shows the membership of the Committee together with their attendance at meetings up to and including 31 October 2023. If Directors are unable to attend a meeting, they have the opportunity to discuss any agenda items beforehand with the Committee Chair. The Corporate Responsibility Committee comprises three Non-Executive Directors: Strive Masiyiwa (Chair), Youngme Moon and Feike Sijbesma. Feike Sijbesma retired from the Committee in October 2023. The Chief Research & Development Officer, the Chief Sustainability Officer and the Chief Business Integrity Officer attend the Committee’s meetings. The Chief Legal Officer & Group Secretary, and Head of Communications may also join the Committee's discussions. Role of the Committee The Corporate Responsibility Committee oversees Unilever’s conduct as a responsible global business. Core to this remit is its governance of progress on Unilever’s sustainability agenda. Part of this responsibility is reviewing and managing sustainability-related risks, opportunities and trends material to Unilever. The Committee also provides reviews and recommendations to the Board about the CTAP which sets out the actions we intend to take to reduce emissions in our business and progress on our net zero goal by 2039. The Committee is charged with ensuring that Unilever’s reputation is protected and enhanced, so it must consider the Company’s influence and impact on stakeholders. Central to this is the need to identify any external developments that are likely to impact Unilever’s corporate reputation, and to ensure that appropriate and effective communication policies are in place to support this. The Committee also oversees employee safety, security and wellbeing alongside Unilever’s Code of Business Principles and third-party compliance with our Responsible Partner Policy, ensuring that both Unilever’s direct employees and those working within the Company’s value chain comply with the expected standards of conduct. The Committee’s discussions are informed by the experience of the Unilever Leadership Executive which is accountable for driving responsible and sustainable growth through Unilever’s operations, Business Groups, value chain and brands. Senior leaders are invited to the Committee to share their perspectives and insights on key issues, challenges and external developments. Complementing the Committee’s role, the Audit Committee is responsible for reviewing the independent assurance programme of Unilever’s sustainability commitments, and significant breaches of the Code of Business Principles. The Committee’s terms of reference are set out at: www.unilever.com/corporategovernance During 2023, the Committee had detailed discussions on occupational health, non-financial reporting, climate litigation, the roadmap to net zero, CTAP 2.0, Human Rights, and Equity, Diversity, and Inclusion (ED&I). How the Committee has discharged its responsibilities In 2023, the Committee’s principal activities were as follows: Navigating an uncertain and volatile world The world is an increasingly turbulent place, facing unprecedented and mutually reinforcing environmental and social risks that impact our business, both directly and indirectly. Campaigners are leveraging technology and diverse strategic approaches – from shareholder activism to litigation – to amplify messages and mobilise people in support of their causes. Committee members closely scrutinised the processes for managing issues that present material risks to the reputation of the business, urging the business to remain proactive and transparent. The Committee also reviewed the risks and mitigating actions relating to climate activism, litigation and regulatory pressure, including the accuracy and completeness of climate disclosure, and the adequacy of the business’s climate strategy. Meanwhile, both new and on going geopolitical tensions and conflict created unique challenges for Unilever in 2023. The Committee discussed matters ranging from the war in Ukraine, safety on tea plantations, and activism by Ben & Jerry’s. The Committee remained in close consultation with management on these matters, escalating their recommendations to the Board when necessary. Overseeing Code of Business Principles compliance The Code and associated Code Policies set out the standards of conduct expected of all Unilever employees in their business endeavours. Compliance with these standards is an essential element of ensuring Unilever’s continued business success. Any breach is identified as an ethical, legal, and regulatory risk to the business (see pages 77 and 78). The Corporate Responsibility Committee is responsible for oversight of the Code and Code Policies, ensuring that they remain fit for purpose and are appropriately applied. It maintains scrutiny of the mechanisms for implementing the Code and Code Policies. This is vital as compliance is essential to promote and protect Unilever’s values and standards, and hence the good reputation of the business. At each meeting, the Committee reviews an analysis of investigations into non-compliance with the Code and Code Policies and discusses any trends or learnings arising from these investigations. The Committee also considers litigation and regulatory matters which may have a reputational impact and reviews a summary of any significant developments at each meeting. These matters include anti-bribery and corruption measures and competition law compliance. Human rights continued to be a focus of the Committee’s Code oversight. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Corporate Responsibility Committee Unilever Annual Report on Form 20-F 2023 113
Responsible Partner Policy (RPP) compliance Extending Unilever’s values to third parties is essential if Unilever is to generate responsible growth and a positive social impact on the industry and wider society. Breaches of third-party compliance can pose a risk to the business, so the Committee rigorously examines Unilever’s compliance programmes to minimise risks. At each meeting, the Committee tracks compliance with Unilever’s RPP. This policy sets out Unilever’s requirements that third parties conduct business with integrity and respect for human rights and core labour principles. In 2023, particular focus was given to compliance by some of our smaller businesses which are on stand-alone systems. Promoting safety and security Safety, Health and Environment (SHE) are key priorities at Unilever. Unilever remains focused on promoting a safety-first culture, evidenced by our UniVoice Survey where the top-rated statement for the last several years is “Unilever is committed to my safety”. Our employee-only TRFR was 0.58 accidents per million hours worked (1 October 2022 to 30 September 2023) versus 0.67 in 2022, which shows continued improvement. In 2023, we very sadly lost one contractor due to a steam exposure. The Committee oversaw Unilever’s approach to safety with particular emphasis on road safety, process safety and contractor management risks. The Committee noted the implementation of appropriate programmes to further reduce these risks. The Committee also examined Unilever’s approach to security. As a global business, Unilever operates in many countries, some of which have a high degree of vulnerability given their diminished capacity to absorb external shocks or tackle domestic challenges. Accordingly, Unilever must remain agile to the increased market volatility created by geopolitics, conflict, inflation, and environmental and social crises. Improving the health and wellbeing of employees The Committee focused on the progress of the health and wellbeing status of Unilever employees and commended the actions taken by the business to support employees. The Committee oversaw Unilever’s Healthier U programme which focuses on chronic conditions and has engaged over 13,000 frontline workers across different geographies. The programme showed significant improvements in biomedical parameters, nutrition, quality of life, sleep, mental health, and work productivity. The programme is moving from pilot to scale by expanding to office-based employees including those in Western Europe and North America. Psychological safety remains a foundation for the organisation. The business actively monitors perceptions of psychological safety among the workforce. Programmes focused on psychological safety include a Mental Health Champion programme and team energy assessments. Equity, diversity and inclusion Our approach to equity, diversity and inclusion is focused on building a strong, inclusive culture with our own workforce; on diversifying our supply chain and increasing our procurement spend with diverse businesses; on ending harmful stereotypes through our brands with consumers; and on building stronger, more equitable communities through partnerships and advocacy. Unilever is working to remove barriers to opportunity based on factors that have been used to exclude people around the world: gender, race and ethnicity, disability, socioeconomic status, and sexual orientation. We are developing new initiatives across the business which impact a wide range of communities. The Committee encouraged continual consultation to ensure a range of views on this work and requested that they be kept up to date with the Equity Advancement Framework, an enterprise-wide tool to help uncover systemic inequities within our business, identify their root causes, and understand how they are impacting our employees’ experiences, once this is finalised. Overseeing the Climate Transition Action Plan The impacts of climate change and nature loss are becoming ever more apparent, and the imperative to reduce emissions in our societies and protect and restore nature increasingly urgent. Unilever's first CTAP was approved by shareholders at the 2021 AGM. The CTAP set out Unilever's suite of climate targets, an analysis of our value chain emissions, and the actions we intended to take to address them. It also covered aspects such as portfolio evolution (e.g. plant-based foods), external advocacy and engagement, and governance. The Corporate Responsibility Committee is responsible for overseeing CTAP progress. The Board committed to develop the CTAP in line with best practice, reflecting external guidance such as the recommendations of the UK Transition Plan Taskforce and considering the European Sustainability Reporting Standards and International Financial Reporting Standards. An updated CTAP will be presented to our shareholders at the 2024 AGM for an advisory vote. The Committee also reviewed and approved the 2023 CTAP Progress Report which is set out in the Annual Report and Accounts, as well as our two new Scope 3 emissions reduction targets. As part of the Committee’s oversight of the CTAP, members also reviewed the Business Groups’ roadmaps that aim to achieve interim 2030 targets aligned to our net zero ambition. Complying with mandatory sustainability reporting Reporting on environmental and social matters is increasingly becoming mandatory. The UK has required premium listed companies to make climate-related financial disclosures based on the TCFD framework since 2021. From January 2024, we will also need to comply with the Corporate Sustainability Reporting Directive (CSRD) and disclose material sustainability information in accordance with the European Sustainability Reporting Standards (ESRS). This is an extensive suite of disclosures on a range of environmental, social and governance matters which will be included in our 2024 Annual Report and Accounts. Together with the Audit Committee, the Committee will be responsible for overseeing compliance with these disclosure requirements. In future years, there are likely to be further mandatory non- financial reporting standards which will apply to the Group. The International Sustainability Standards Board (ISSB) has issued a number of sustainability reporting standards which are currently going through the endorsement process for use in the UK. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Corporate Responsibility Committee 114 Unilever Annual Report on Form 20-F 2023
Sustainability Progress Index Unilever’s Reward Framework includes a Performance Share Plan (PSP). This long-term incentive plan is linked to financial performance, as well as performance against sustainability goals (see page 65). To come to a view on Unilever’s performance on its sustainability goals for the purposes of reward, the Corporate Responsibility Committee and the Compensation Committee jointly evaluate performance against a Sustainability Progress Index (SPI). 2023 SPI outcome In 2023, as in years before, this included a selection of eight equally weighted KPIs and targets, with one ‘anchor’ KPI/target from each of the pillars which underpin Unilever’s sustainability commitments. In making their rounded assessment, the Committees review both qualitative and quantitative progress across multiple elements of the pillar and delivery against the respective anchor KPI. This year, the assessment of the SPI performance moved to in- year reporting for two KPIs to close the gap between delivery and assessment. As a result, the Committees assessed six SPI KPIs based on performance in 2022 and two SPI KPIs on performance in 2023. The nutrition KPI was updated to reflect the updated Compass commitment scope, and the health and wellbeing target was revised to ensure it remained stretching. Following an in-depth discussion on the SPI, the Corporate Responsibility Committee agreed on a performance rating which was endorsed by the Compensation Committee. This joint assessment forms part of the Compensation Committee’s overall recommendation on the SPI outcome (see page 136). 2024-2026 SPI KPIs and targets Unilever’s historic approach to incorporating sustainability into employee long-term incentives has been at the forefront of market practice. The SPI has been an established feature of our Long-Term Incentive Plan (LTIP), the Performance Share Plan, and previously the Management Co-Investment Plan (MCIP) scheme since it was introduced in 2017. In 2023, as part of the Directors’ Remuneration Policy review, the Sustainability Progress Index (SPI) was revised to ensure it remains a relevant performance measure, in line with investor and best practice expectations, and drives the right internal behaviours and decisions. The Corporate Responsibility Committee, in collaboration with the Compensation Committee, reviewed the compensation plans of our peers, and conducted an investor consultation, to inform the new SPI scheme. As a result, the Committees selected four metrics that align with Unilever’s four sustainability focus areas. The targets and ranges are all numeric and will drive the outcome; however, the Committee will retain the ability to make a rounded assessment. The outcome of the PSP 2024-2026 will be assessed using 2026 actuals. In the meantime, for in-flight PSP schemes, the Corporate Responsibility Committee and Compensation Committee will determine the annual SPI outcome using interim KPIs and targets aligned to the 2024-2026 scorecard and in-year data. Evaluation of the Corporate Responsibility Committee The Committee carried out an assessment of its effectiveness and performance in the year. The process was administered by a questionnaire and overseen by the Chief Legal Officer & Group Secretary. The Committee considered the output from that process in January 2023. The Committee concluded that it is performing effectively and highlighted the importance of retaining flexibility to discuss emerging topics. This was incorporated into the Committee’s annual workplan for 2023. The feedback was also provided to the Board as part of its evaluation of the overall performance and effectiveness of the Board. Strive Masiyiwa Chair of the Corporate Responsibility Committee Youngme Moon STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Report of the Corporate Responsibility Committee Unilever Annual Report on Form 20-F 2023 115
Andrea Jung Vice Chair/Senior Independent Director and Chair of the Compensation Committee On behalf of the Compensation Committee, I am pleased to present Unilever’s Directors’ Remuneration Report 2023. Unilever's Remuneration Policy is being presented for shareholder approval at the 2024 AGM and therefore the proposal is set out below. I have included the Committee’s activities in 2023, a summary of Unilever’s business performance in 2023 and how it links to key remuneration outcomes for the year. Business performance and remuneration Unilever delivered an improving financial performance, with the return to volume growth and margins rebuilding. However, our competitiveness remains disappointing, which we are working at speed to address. We achieved underlying sales growth (USG) of 7.0% in 2023, with positive volumes, up 0.2% for the financial year. Underlying operating margin (UOM) increased by 60bps to 16.7%, significantly ahead of target of 16.3%. Free cash flow (FCF) increased €1.9bn to €7.1bn (€6.7bn excluding €0.4bn linked to a tax refund in India), driven by higher underlying operating profit (UOP) and significantly improved working capital. €6.7bn is the figure used for remuneration purposes. Underlying earnings per share increased by 1.4% to €2.60, despite a (9.6%) adverse currency impact. Underlying return on invested capital (ROIC) improved to 16.2%, compared to 16.0% in the prior year. This reflected the working capital improvement achieved over the year. Competitiveness expressed as % business winning market share (% Business Winning) on a rolling 12-month basis was disappointing at 37%. % Business Winning measures the aggregate turnover of the portfolio components (country/ category cells) gaining value market share as a percentage of the total turnover measured by market data. As such, it assesses what percentage of turnover is being generated in areas where we are gaining market share. For more information on % Business Winning and how it is calculated, please see the remuneration section of our website. The Committee agreed an outcome of 115% for the Sustainability Progress Index (SPI) for 2023 in conjunction with the Corporate Responsibility Committee. Please see page 136 to 137 for more information on the SPI outcome for 2023 and page 131 for the SPI targets for Performance Share Plan (PSP) 2024-2026. I would like to express my gratitude for the valuable feedback received during the shareholder consultation process. Our reported financial outcomes include a contribution from our business operations in Russia. For remuneration purposes, the Committee have excluded the impact of our Russia business from performance outcomes resulting in lower payouts for Management Co-Investment Plan (MCIP) and PSP for the Executive Directors, as outlined below. Incentive outcomes and wider stakeholder considerations 2023 annual bonus Under the formulaic outcomes, a bonus outcome of 150% of target opportunity was determined for the Executive Directors, as detailed in the chart on page 135. However, after careful consideration, the Committee decided to exercise discretion to adjust the formulaic outcome downwards to 115% of target. Each year, the Committee carefully reviews performance in the round to determine whether the formulaic outcome fully reflects performance. Whilst the Committee believe that performance delivered in the year was strong, we believe there is scope to improve our competitiveness. The Committee considered numerous data points when assessing our competitiveness performance and concluded that we are not winning sufficient market share in a number of key markets. The Committee also concluded that our share price performance was below expectations. Taking both factors into account led to the reduction from 150% of target to 115% of target, which we believe is reasonable and aligns the experience of shareholders, stakeholders and the Executive Directors. The annual bonus pool for eligible managers within the wider workforce will also be 115%. 2020-2023 MCIP The formulaic outcome for the 2020-2023 MCIP was 88% of target, as detailed in the chart on page 135. After exercising discretion to adjust the formulaic outcome to remove the contribution of business operations in Russia, the outcome was lowered to 87% of target for the Executive Directors. The formulaic outcome of 88% will apply to eligible managers within the wider workforce. The Committee considered whether any further discretion was needed to reflect any windfall gains and determined that no such reduction was warranted. This was on the basis that the share price used to determine the 2020 award was not materially below the equivalent share price used to determine the 2019 award. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 116 Unilever Annual Report on Form 20-F 2023
2021-2023 PSP The PSP was introduced in 2021 to replace MCIP. The performance period for the PSP is three years, compared to four years for MCIP. Therefore, there is a vesting of both the 2020-2023 MCIP and the 2021-2023 PSP in 2024 based on performance period to the end of 2023. The formulaic outcome for the 2021-2023 PSP was 65% of target, as detailed in the chart on page 136. Similarly to MCIP, after adjusting the formulaic outcome to remove the contribution from our business operations in Russia, this was reduced from 65% to 63% of target for the Executive Directors. The formulaic outcome of 65% will apply to eligible managers within the wider workforce. The Committee also considered whether any further discretion was needed to reflect any windfall gains and determined that no such reduction was warranted for the same reasons as for the 2020-2023 MCIP. Wider stakeholder considerations When considering the annual bonus, MCIP and PSP outcomes, the Committee carefully took into account the experiences of our wider stakeholders in order to ensure that outcomes were aligned. These considerations directly led to the discretionary adjustments as outlined above. Our new Directors' Remuneration Policy for 2024 Our Remuneration Policy was last approved at the May 2021 AGM. Consequently, it reaches the end of its three-year approval period, and a new remuneration policy is being presented for shareholder approval at the May 2024 AGM (New Remuneration Policy). The Committee carried out extensive consultation with shareholders and proxy advisers in June and September to discuss the 2023 AGM voting outcome on acceptance of the 2022 Directors' remuneration report and the proposed New Remuneration Policy. The feedback received during the consultation was valued by the Committee and taken into account in developing the proposed New Remuneration Policy. The Committee also monitored the external environment on pay and sought feedback from all management level employees on the current remuneration structure of fixed pay, benefits, annual bonus and PSP. 82% of respondents stated that PSP is competitive, 76% for retirement benefits, 74% for health benefits and 73% for annual bonus. Our New Remuneration Policy was developed in light of this process and feedback and provides for continuity in policy, but refinement of implementation. The key updates we are proposing to make to the implementation of our New Remuneration Policy are to: ■ freeze the CEO’s fixed pay for 2024 and 2025; ■ refocus the remuneration benchmarking peer group; and ■ update performance measures and weightings for annual bonus and PSP, as follows: ■ Annual bonus: USG 40%, UOP growth (adjusted for restructuring costs for the Executive Directors) 30% and FCF 30%. ■ PSP: USG 25%, relative total shareholder return (TSR) 30%, average underlying ROIC 30% and SPI 15%. The Committee is making these updates to: ■ retain the current remuneration structure of fixed pay, benefits, annual bonus and PSP, which is simple, previously approved by shareholders and reflects market norms of a European-listed company; ■ maintain incentive quantum, noting this results in overall pay for the Executive Directors at median level compared to peers; ■ narrow sector focus of remuneration benchmarking peer group to only include consumer goods companies and to reflect Unilever's talent pool; ■ support strong strategic alignment of incentive performance measures for 2024 and beyond; ■ simplify targets under the SPI performance measure; and ■ incorporate valued feedback received from shareholders during consultation. Having undertaken an extensive consultation exercise before finalising the New Remuneration Policy, the Committee believes it can be fully supported by the great majority of our shareholders. As with our previous reward framework, Unilever will cascade the same approach across our 15,000+ managers worldwide. However, to focus on individual performance for our managers at work levels 2 and 3, PSP will be replaced with restricted stock units and the size of the award linked to in-year performance. Executive Director changes As previously announced, Alan Jope stepped down as CEO and Executive Director on 30 June 2023 and retired from employment on 31 December 2023. Details of his remuneration are in line with the Remuneration Policy and were disclosed in last year's Directors' remuneration report. In particular, Alan remained eligible to receive a pro rata annual bonus from 1 January to 30 June 2023. As he was employed for the entirety of the performance periods, the Committee determined that his 2020-2023 MCIP and 2021-2023 awards would vest in full, subject to performance outcomes, as outlined above. Graeme Pitkethly stepped down as CFO and Executive Director with effect from 1 January 2024 and will retire from employment on 31 May 2024. He will continue to be paid in line with the Remuneration Policy until his retirement. Further details of Graeme’s leaving arrangements are set out on page 145. As announced on 26 October 2023, Fernando Fernandez was promoted to the role of CFO with effect from 1 January 2024. Fernando's fixed pay has been set at €1,175,000 with annual bonus and PSP opportunity in line with our Remuneration Policy. The Committee believes that the current positioning of the package represents an acceptable balance in view of various considerations, such as competitive external market pay rates across Unilever’s peer group, Fernando's extensive skills and experience with Unilever and salary increases awarded to the wider workforce. We also took on board previous feedback from shareholders in relation to the fixed pay of the incoming CEO and positioned Fernando's fixed pay lower than Graeme's fixed pay as current CFO. Fernando will receive a relocation allowance and the cost of temporary accommodation for a maximum of six months to support his move to the UK. Further details of Fernando's appointment are set out on page 144. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 117
Executive Director fixed pay increases The Committee considered investor feedback carefully and, as a result, the Board has decided to freeze the CEO’s fixed pay for 2024 and 2025. Given the announcement of Graeme to retire from employment at the end of May 2024, the Committee decided not to review his fixed pay for 2024. As outlined above, the Committee set the fixed pay for Fernando Fernandez as the incoming CFO, effective from 1 January 2024. The average wider workforce pay increase in 2023 was 7.62%. Non-Executive Director fees Non-Executive Director fees are in line with market rate and given the increase in fees in 2023, the Board decided not to further increase fees in 2024. We will keep Non-Executive Director fees under regular review. Engaging with shareholders As mentioned above, the Committee conducted comprehensive consultation with shareholders and proxy advisers in 2023 in respect of the 2022 Directors' remuneration report and the renewal of the Remuneration Policy. The Committee has taken into account their views, which have been invaluable in developing the final proposals. In particular, we took into account feedback in relation to the fixed pay of the incoming CEO and CFO, simplification of the SPI performance measure for PSP, introduction of relative TSR as a performance measure for PSP, UOP adjusted for restructuring costs for Executive Directors for annual bonus, composition of the benchmarking peer group, and weightings of performance measures. The Committee is committed to ensuring that remuneration performance measures for the Executive Directors align with the interests of shareholders. The Committee hopes that shareholders will be supportive of these changes and would very much welcome any further engagement on these proposals. Engaging with employees The Board shares the responsibility for workforce engagement among all the Non-Executive Directors to ensure that all Directors have a collective responsibility for bringing employee views into relevant Board discussion. We continued these engagements in 2023, see page 96 for a summary of the discussions that took place. In November 2023, the proposed New Remuneration Policy was shared with the European Works Council, followed by discussions with local works councils and trade unions where applicable. We took on board feedback to ensure Unilever focuses on long-term goals like sustainability, remains competitive to attract and retain talent, and extends share ownership to employees below management level. Along with another member of the Committee, I attended an engagement session with employees on the subject of reward and the proposed New Remuneration Policy in January 2024. Employees shared feedback on flexibility of variable remuneration, reward structures during high inflation, reward for work level 1 employees, communication of long-term incentives and culture of rewarding performance. Employees shared feedback that there has been an improvement in differentiation based on performance, which was a topic raised in the previous engagement session on reward. The Committee is periodically updated on matters impacting the workforce, including operation of annual bonus schemes, the talent review process, pay review budgets, distribution of performance ratings, diversity, living wage, the new long-term incentive plan for work levels 2 and 3, and alignment of incentives and rewards with Unilever's culture. In light of the above, the Committee believes the implementation of remuneration in 2023 is a fair reflection of employee experience. Implementation report The annual report on remuneration describes 2023 remuneration in detail as well as the planned implementation of the proposed New Remuneration Policy in 2024. On behalf of the Committee and the entire Board, I thank all shareholders and their representatives for their constructive engagement in 2023 and I hope we can rely on your vote at the 2024 Annual General Meeting. Andrea Jung Chair of the Compensation Committee STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 118 Unilever Annual Report on Form 20-F 2023
Directors’ Remuneration Policy 2024 Policy report The following sets out our New Directors’ Remuneration Policy. It fundamentally continues our existing policy with some key proposed updates to how the policy is implemented, which are discussed below. The New Remuneration Policy will be presented for approval by shareholders at the 2024 AGM and, if approved, will apply to payments made after that date and will replace the existing Remuneration Policy in its entirety. It is intended that the New Remuneration Policy will apply for three years, although the Committee may seek approval for a new policy at an earlier point if it is considered appropriate. The supporting information section provides the rationale for updates to the existing remuneration policy where appropriate as well as some information as to any changes to our approach to implementation. Remuneration payments and payments for loss of office to Directors can only be made if they are consistent with the approved Remuneration Policy or if an amendment to that remuneration policy authorising the payment has been approved by shareholders. Fixed pay Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and seniority within the Group and the size and complexity of the role. Operation Set by the Board on the recommendation of the Committee and generally reviewed once a year, with any changes usually effective from 1 January (although changes may be made at any other time if the Committee considers that is appropriate). Fixed pay is paid in cash and is generally paid monthly. Fixed pay is set at an appropriate level to attract and retain Executive Directors of the required calibre, taking into account: ■ our policy generally to pay total compensation at around the median of an appropriate peer group of other global consumer companies of a similar financial size and complexity to Unilever;(a) ■ the individual’s skills, experience and performance; ■ the size and complexity of the role; ■ individual’s time in role; and ■ pay and conditions across the wider organisation. Performance measures n/a Opportunity Any increases will normally be in line with or below the range of increases awarded to other employees within the Group. Increases may be above this level or applied more frequently in certain circumstances, such as: ■ where there is, in the Committee’s opinion, a significant change in an Executive Director’s scope or role; ■ where a new Executive Director has been appointed to the Board at a rate lower than the typical market level for such a role and becomes established in the role; and ■ where it is considered necessary to reflect significant changes in market practice. The maximum aggregate increase for the current Executive Directors during the time in which this policy applies will be no higher than 25% for each Director. Supporting information There are no material changes relative to the previous Remuneration Policy. The peer group used to benchmark pay has been updated to better reflect the global footprint of the Group and to focus more narrowly on consumer companies. As previously communicated, the Committee has decided to freeze the fixed pay of Hein Schumacher as the incoming CEO up to the end of 2025. The Committee will next review his fixed pay level in 2026. (a) The proposed remuneration peer group for 2024 includes Anheuser-Busch InBev, Beiersdorf, British American Tobacco, Coca-Cola, Colgate-Palmolive, Danone, Diageo, Haleon, Heineken, Henkel, Kimberly-Clark, Kraft Heinz, L’Oréal, LVMH, Mondelēz, Nestlé, PepsiCo, Pernod Ricard, Procter and Gamble, and Reckitt Benckiser. The peer group used for pay benchmarking purposes is reviewed regularly and companies are added and/or removed at the Committee’s discretion to ensure that it remains appropriate. Benefits Purpose and link to strategy Provides certain benefits on a cost-effective basis to aid attraction and retention of Executive Directors. Operation Benefits include provision of death, disability and medical insurance cover, Directors’ liability insurance and actual tax return preparation costs. Other benefits may be provided in the future where it is considered necessary by the Committee and/or required by legislation. In the event that Unilever were to require an existing or new Executive Director to relocate, Unilever may pay appropriate relocation allowances for a specified time period of no more than three years. This may cover costs such as (but not limited to) relocation, cost of living, housing benefit, home leave, tax and social security equalisation and education assistance. Executive Directors are entitled to participate on the same terms as all UK employees in the Unilever PLC Sharebuy Plan. Opportunity Based on the cost to Unilever of providing the benefit and dependent on individual circumstances. Relocation allowances – the level of such benefits would be set at an appropriate level by the Committee, taking into account the circumstances of the individual and typical market practice. Awards under the all-employee Unilever PLC Sharebuy Plan may be up to HMRC-approved limits. The only change in the value of the current benefits (for single figure purposes) will reflect changes in the costs of providing those benefits. There is no separate benefit or allowance provided in respect of pension which is deemed to be included in fixed pay. Performance measures n/a Supporting information There are no changes relative to the previous Remuneration Policy. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 119
Annual bonus Purpose and link to strategy Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value. The ability to recognise performance through annual bonus enables us to manage our cost base flexibly and react to events and market circumstances. Operation Each year, the Executive Directors may have the opportunity to participate in the annual bonus plan. The Executive Directors are set a target opportunity that is assessed against the business performance multiplier of up to 150% of target opportunity at the end of the year. Directors are required to defer 50% of their bonus into shares or share awards for three years. Deferred bonus awards can earn dividends or dividend equivalents during the vesting period and may be satisfied in cash and/or shares. Deferral may be effected under the Unilever Share Plan 2017, or by such other method as the Committee determines. Recovery, discretion, ultimate remedy, malus and claw-back provisions apply (see details on page 121). Opportunity The maximum annual bonus opportunity under this Policy is 225% of fixed pay. The normal target bonus opportunity for the CEO is 150% of fixed pay, and for the CFO is 120% of fixed pay. This results in normal maximums of 225% and 180% respectively. Achievement of threshold performance results in a payout of 0% of the maximum opportunity. Performance measures The business performance multiplier is based on a range of business metrics set by the Committee on an annual basis to ensure that they are appropriately stretching for the delivery of threshold, target and maximum performance. These performance measures may include underlying sales growth (USG), underlying operating profit (UOP) growth (adjusted for restructuring costs for the Executive Directors) and free cash flow (FCF), along with any other measures chosen by the Committee, as appropriate. The Committee also sets the weightings of the respective metrics on an annual basis. The Committee has discretion to adjust the formulaic outcome of the business performance multiplier, if it believes this better reflects the underlying performance of Unilever. In any event, the overall business performance multiplier will not exceed 150%. The use of any discretion will be fully disclosed in the Directors’ remuneration report for the year to which discretion relates. The Committee may introduce non-financial measures in the future, subject to a minimum of 70% of targets being financial in nature. Performance is normally measured over the financial year. Supporting information There are no changes relative to the previous Remuneration Policy. Performance measures for 2024 have been updated to replace underlying operating margin (UOM) with UOP growth (adjusted for restructuring costs for the Executive Directors). The proposed changes to measures are to ensure we use the most strategically aligned measures, see page 123. Performance Share Plan (PSP) Purpose and link to strategy Incentivises delivery of long-term financial, strategic and operational objectives of the Company and aligns the experience of shareholders and the Executive Directors. Rewards performance of the Executive Directors while controlling costs due to pre-determined performance measures and a maximum outcome. Also acts as a retention tool given PSP awards vest after three years. Operation Under the PSP, the Executive Directors are granted rights to receive free shares on vesting (awards) which normally vest after three years, to the extent performance conditions (see performance measures section on the right) are achieved. Upon vesting, the Executive Directors have an additional two-year retention period (during which shares cannot be sold) to ensure there is a five-year duration between the grant of the award and release of the shares. Claw-back, malus, recovery, ultimate remedy and discretion provisions apply (see details on page 121). Opportunity The maximum annual grant available under this Policy is 400% of fixed pay. The normal maximum award for the CEO is 400% of fixed pay, and for the CFO is 320% of fixed pay. At target, 50% of maximum vests, equating to 200% and 160% of fixed pay respectively. 0% of the award will vest for below threshold performance. The amount payable for threshold performance will be disclosed for each metric in the relevant directors’ remuneration report. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Dividends or dividend equivalents will also be payable in respect of dividends paid during the retention period. Performance measures The Committee sets performance measures for each PSP award. These will be tested over the three financial years starting with the financial year in which the award is granted. The performance measures for the PSP grants in 2024 will be: USG (25%), relative total shareholder return (TSR) (30%), average underlying return on invested capital (ROIC) (30%), and Sustainability Progress Index (SPI) (15%). The Committee retains the discretion to change these measures and/or weighting for future grants, based on strategic priorities for Unilever at that time. The Committee will ensure that the targets set are appropriately rigorous for the delivery of threshold, target and maximum performance. The Committee retains the discretion to adjust the formulaic outcome of these performance measures to reflect its assessment of the underlying long-term performance. The use of any discretion will be fully disclosed and explained in the Directors’ remuneration report for the year to which discretion relates. Supporting information There are no changes relative to the previous Remuneration Policy. Performance measures for 2024 have been updated to replace % Business Winning with USG and cumulative FCF with relative TSR. The proposed changes to measures are to ensure we use the most strategically aligned measures, see page 123. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 120 Unilever Annual Report on Form 20-F 2023
Claw-back, malus, recovery, ultimate remedy and discretion Claw-back: Claw-back is the recovery of payments made under the annual bonus (including deferred bonus shares) or vested Long-Term Incentive Plan (LTIP) awards. The Committee may decide to apply claw-back for up to three years from the payment of bonus awards, and up to two years from vesting or the start of any retention period (which ever is later) for the LTIP awards, in the event of: ■ a significant downward restatement of the financial results of Unilever; ■ error in calculation or misleading data; or ■ corporate failure. Claw-back may apply to all or part of a participant’s payment or award and may be effected, among other means, by reducing outstanding awards, or requiring the return of the net value of vested awards to Unilever. Malus: Malus is the adjustment of bonus, unvested deferred bonus awards or unvested LTIP awards. The Committee may apply malus to reduce an award or determine that it will not vest or only vest in part. Malus applies to deferred bonus awards during the three-year deferral period and to unvested LTIP awards during the vesting period and retention period, in the event of: ■ a significant downward restatement of the financial results of Unilever; ■ gross misconduct or gross negligence; ■ material breach of Unilever’s Code of Business Principles or any of the Unilever Code Policies; ■ breach of restrictive covenants by which the individual has agreed to be bound, or conduct by the individual which results in significant losses or serious reputation damage to Unilever; and ■ error in calculation or misleading data or corporate failure. The annual bonus will also be subject to malus on the same grounds as apply for deferred bonus awards and unvested LTIP awards. This power is an addition to the normal discretion to adjust awards and the additional sustainability test outlined in the policy table. Recovery: Recovery applies to payments of variable remuneration which have been made in error as a result of a required accounting restatement. The Committee may require repayment of any amount of erroneously awarded variable remuneration in the event Unilever is required to prepare an accounting restatement due to material non-compliance with a financial reporting requirement under securities law in the United States. Any recovery will be in accordance with the Unilever Recovery Policy. Ultimate remedy: LTIP awards are subject to ultimate remedy. Upon vesting of an award, the Committee shall have the discretionary power to adjust the value of the award if the award, in the Committee’s opinion taking all circumstances into account, produces an unfair result. In exercising this discretion, the Committee may take into account Unilever’s performance against non-financial measures. These powers are in addition to the normal discretion to adjust awards. Ultimate remedy/malus and claw-back will not apply to an award which has been exchanged following a change of control and claw-back will not apply where an award vests on a change of control. Committee discretion to amend targets/measures: For LTIP awards and annual bonus, the Committee may change a performance measure or target (including replacing a measure) in accordance with the award’s terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so. The Committee may also adjust the number or class of shares subject to MCIP, PSP and deferred bonus awards if certain corporate events (e.g. rights issues) occur. The Committee will continue to review targets on all unvested awards in the event of any material acquisitions or disposals that were not included in the financial plan, or were not anticipated at the time of target setting. The Committee may make adjustments if deemed appropriate to ensure that all targets remain relevant and equally stretching in light of any M&A activity, other corporate events, or any other event that the Committee considers to be material, that was not foreseen at the time of target setting. Legacy arrangements For the duration of this New Remuneration Policy, entitlements arising before the adoption of this New Remuneration Policy will continue to be honoured in line with the approved remuneration policy under which they were granted, or their contractual terms. Awards granted under a previous remuneration policy will continue to operate under the terms of that policy and the relevant plan rules. Further details of the terms of the awards made are included in the Directors’ remuneration reports for their respective years. This provision will cease to apply once all of these awards have vested, been exercised or been forfeited as appropriate, as per the relevant policy and plan rules. Additional details are set out below. The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any relevant discretions) notwithstanding that they are not in line with the New Remuneration Policy where the terms of the payment were agreed before the New Remuneration Policy came into effect or at a time when the relevant individual was not a Director of Unilever and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of Unilever. For these purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 121
Remuneration scenarios: our emphasis on performance-related pay It is Unilever’s policy that the total remuneration package for the Executive Directors should be competitive with other global companies and that a significant proportion should be performance related. For the remuneration scenarios below, the maximum and target pay opportunities have been chosen to be consistent with the current levels for the Executive Directors. In reviewing the appropriate level of pay opportunity for the Executive Directors, the Committee considers internal and external comparators. Although pay is not driven by benchmarking, the Committee is aware that pay needs to be within a reasonable range of competitive practice. The Committee notes that total target pay is slightly below median for the CEO and incoming CFO for the 2024 benchmark group proposed by the Committee(a). The Committee typically reviews, on at least an annual basis, the impact of different performance scenarios on the potential reward opportunity and payouts to be received by the Executive Directors and the alignment of these with the returns that might be received by shareholders. The Committee believes that the level of remuneration that can be delivered in the various scenarios is appropriate for the level of performance delivered and the value that would be delivered to shareholders. The charts below show hypothetical values of the remuneration package for the Executive Directors in the first full year of the New Remuneration Policy under below threshold, target and maximum performance scenarios. Details of fixed elements of remuneration for CEO and CFO and assumptions for scenario charts Fixed remuneration Assumptions as follows (for actual Executive Director pay details, please see the Directors’ Remuneration Report below): ■ Fixed pay for CEO effective from 1 January 2024 = €1,850,000. ■ Fixed pay for CFO effective from 1 January 2024 = €1,175,000. ■ Benefits assumed to be around €310,000 for CEO and €300,000 for CFO. Variable remuneration Below threshold No 2024 annual bonus payout and no vesting under the PSP. On target Target payout of the 2024 annual bonus (150% of fixed pay for the CEO and 120% of fixed pay for the CFO). 50% of the bonus would be deferred for three years. Target vesting of 2024 awards under the PSP (200% of fixed pay for the CEO and 160% of fixed pay for the CFO). Maximum Maximum payout of the 2024 annual bonus (225% of fixed pay for the CEO and 180% of fixed pay for the CFO). 50% of the bonus would be deferred for three years. Maximum vesting under 2024 awards under the PSP (400% of fixed pay for the CEO and 320% of fixed pay for the CFO). Maximum with 50% share price increase As per maximum above, and in addition shows the impact of a share price increase of 50% from the date of grant to the date of vesting of the PSP award. Notes to variable remuneration Dividends, dividend equivalents and (except as described above) share price movements are ignored for the purposes of the illustrations above. (a) Proposed remuneration peer group for 2024 includes Anheuser-Busch InBev, Beiersdorf, British American Tobacco, Coca-Cola, Colgate-Palmolive, Danone, Diageo, Haleon, Heineken, Henkel, Kimberly-Clark, Kraft Heinz, L’Oréal, LVMH, Mondelēz, Nestlé, PepsiCo, Pernod Ricard, Procter and Gamble, and Reckitt Benckiser. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 122 Unilever Annual Report on Form 20-F 2023
Approach to target setting Performance measures are selected to align with Unilever’s short-term performance targets and long-term business strategy objectives. Unilever’s primary business objective is to create value in a sustainable way. Performance measures focus management on the delivery of a combination of top-line revenue growth and bottom-line profit growth that Unilever believes will build shareholder value over the longer term and that will benefit all of our stakeholders. The measures chosen for the incentives will support the delivery of this objective, with distinct measures for each of the short- and longer-term incentive programmes. The Committee sets performance targets for incentive plans, taking into account internal budgets, business priorities and external forecasts so that the targets are sufficiently stretching. Good performance results in target payout while maximum payout is only achieved for delivering exceptional performance. The following sets out the performance measures for short- and long-term incentive plans to be awarded in 2024, as well as the business performance and the behaviours that they drive. 2024 performance measures and the link to strategy Incentive plan Performance measure Link to strategy Short-term: Annual Bonus Underlying sales growth (USG) at constant FX rates (40%) Clear, simple and well-understood measure supporting the achievement of Unilever’s growth ambition. Underlying operating profit (UOP) growth at current FX rates (30%) (adjusted for restructuring costs for annual bonus for the Executive Directors) Provides a focus on absolute profitability as an indicator of driving shareholder value. Free cash flow (FCF) at current FX rates (30%) Provides clear focus on the achievement of Unilever’s cash generation ambition. Long-term: PSP Underlying sales growth (USG) at constant FX rates (25%) The primary driver of value creation in our multi-year financial growth model. USG is the principal growth metric in the long-term incentive programme as delivering consistently higher growth will be a key unlocker of shareholder value. While the USG measure in the annual bonus ensures focus on in- year delivery, the PSP measure focuses on cumulative and sustained importance. To avoid a dependency or focus on a single metric, the weightings have been rebalanced. Relative total shareholder return (TSR) versus a bespoke peer group(a) (30%) Aligns remuneration with shareholders' experience and allows us to measure relative performance. The proposed vesting schedule is in line with UK norms, with threshold vesting (50% of par) for median performance (Unilever ranked 10th), rising to maximum vesting (200% of par) for upper quartile performance (Unilever ranked 5th) Average underlying return on invested capital (ROIC) (30%) Supports disciplined investment of capital within the business and encourages acquisitions which create long- term value (an especially relevant measure for members of the Unilever Leadership Executive (ULE) who make investment decisions). Unilever Sustainability Progress Index (SPI) (15%) Unilever remains committed to demonstrating that our purpose-led, future-fit strategy drives superior performance, which protects our shareholders, people, consumers, customers, suppliers and business partners, and planet and society. To ensure focused progress on key areas in relation to SPI, the Corporate Responsibility Committee and Compensation Committee agree a number of key performance indicators (KPIs) to assess progress towards sustainability goals (see page 131). These KPIs illustrate how Unilever aims to address a number of its principal risks such as climate change and plastic packaging (see our risks on page 72 and 73). For the 2024 PSP award, progress will be measured against one social and three environmental KPIs and targets. We are moving from annualised SPI targets, disclosed retrospectively, to SPI targets set over a three-year period and disclosed prospectively, to align with the other PSP performance measures. (a) The proposed TSR peer group for 2024 includes Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark, Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter and Gamble, and Reckitt Benckiser. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 123
Application beyond the Board Remuneration arrangements are determined throughout the Group based on the same principle: that reward should support our business strategy and should be sufficient to attract and retain high-performing individuals without paying more than is necessary. Unilever is a global organisation with employees at a number of different levels of seniority and in a number of different countries and, while this principle underpins all reward arrangements, the way it is implemented varies by geography and level. Strategic Business Objectives (SBOs) form an additional performance measure for annual bonus for ULE members, resulting in weightings of 40% USG, 20% UOP growth, 20% FCF and 20% SBOs for 2024. Also, for Business Group (BG) Presidents on the ULE, annual bonus is assessed on 75% BG performance and 25% Unilever Group performance. In principle, all our managers participate in the same Unilever annual bonus scheme with generally the same performance measures and structure. Senior managers participate in the long-term PSP plan with a restricted share plan being operated for lower levels of management. Wherever possible, all other employees have the opportunity to participate in the global share purchase plan called ‘SHARES’, which is offered in more than 100 countries. Through these initiatives, we continue to encourage all our employees to adopt an owner’s mindset with the goal of achieving our growth ambition, so they can share in the future long-term success of Unilever. Stakeholders’ considerations Guided by our purpose-led and future-fit business model, the Committee has applied a multi-stakeholder approach in reviewing the current reward framework in view of the 2024 policy renewal. The Committee has therefore engaged with various stakeholders, both internally and externally as set out below. Consideration of conditions elsewhere in the Group When determining the pay of the Executive Directors, the Committee considers the pay arrangements for other employees in the Group, including considering the average global pay review budget for the management population, to ensure that remuneration arrangements for the Executive Directors remain reasonable. Unilever takes the views of its employees seriously and on an ongoing basis we conduct the ‘Rate-My-Reward’ survey to gauge the views of employees on the different parts of their reward package. In establishing its reward framework, Unilever sought feedback from all management-level employees on the current remuneration structure of fixed pay, benefits, annual bonus and PSP. Where appropriate, we have also engaged with employee representative groups. Fairness in the workplace is a core pillar of our sustainability goals and incorporates our Framework for Fair Compensation. As part of our Framework’s living wage element, we are committed to pay a living wage to all our direct employees, which we achieved in 2020. The Committee already upholds its obligation under Section 172 of the UK Companies Act 2006 (see pages 91 to 92) to consider the impact of what we do on our multiple stakeholders. These considerations shape the way the Committee looks at pay and sets pay rates for our Executive and Non-Executive Directors relative to our wider workforce. We will continue to advance these initiatives over the years ahead to enhance the livelihoods of all our employees. For more information visit: www.unilever.com/ planet-and-society Consideration of shareholder views The Committee takes the views of shareholders seriously. We maintain an open and regular dialogue with our shareholders on remuneration matters, including consulting with our largest investors and shareholder representative bodies, when we are considering making material changes to our remuneration policy. Accordingly, shareholders have been consulted extensively and their views have been influential in shaping this New Remuneration Policy. Their feedback informed our proposals in relation to the composition of our remuneration and TSR benchmarking peer groups and the performance measures and weightings for annual bonus and PSP, as well as our decision to leave the fundamental structure and quantum of our Remuneration Policy unchanged. Minimum shareholding requirement The remuneration arrangements applicable to our Executive Directors require them to build and retain a personal shareholding in Unilever (within five years from the date of appointment with extra time granted if requirements increase significantly) to align their interests with those of Unilever’s long-term shareholders. The current requirement is 500% fixed pay for the CEO and 400% fixed pay for the CFO. All shares beneficially owned and any awards not subject to performance conditions (but, for example, subject to retention or deferral periods) count towards the shareholding requirement (on an estimated net of tax basis if tax is expected to be payable). Incoming Executive Directors will be required to retain all shares vesting from any share awards (net of any sales to cover tax) until their minimum shareholding requirements have been met in full. Any Executive Director who leaves employment is required to maintain 100% of their minimum shareholding requirement for two years after leaving. These shares will be held in the Company nominee vested accounts. If the leaver has not yet met their shareholding requirements on departure, they will be required to retain the shares they do own up to these limits. This requirement can be waived in certain exceptional personal circumstances (e.g. death, disability, ill health). STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 124 Unilever Annual Report on Form 20-F 2023
Remuneration Policy for new hires Area Policy and operation Overall The Committee will pay new Executive Directors in accordance with the approved remuneration policy and all its elements as set out above. The terms of service contracts will not overall be more generous than those of the current CEO and CFO summarised below in the ‘service contracts’ paragraph. The ongoing annual remuneration arrangements for new Executive Directors will therefore comprise fixed pay, benefits, annual bonus and PSP. For internal promotions, any variable remuneration element awarded in respect of a prior role may be paid out according to its original terms. Fixed pay Fixed pay would be set at an appropriate level to attract and retain Executive Directors of the required calibre, in line with our remuneration policy. Benefits Benefits provision would be in line with the approved relevant remuneration policy. Where appropriate, the Executive Director may also receive relocation benefits or other benefits reflective of normal market practice in the territory in which the Executive Director is employed. In addition, the Committee may agree that Unilever will pay certain allowances linked to repatriation on termination of employment. Incentive awards Incentive awards would be made under the annual bonus and PSP in line with the relevant remuneration policy and off-cycle PSP awards may be made on joining for the year of joining. All incentive awards are subject to the normal maximum as set out in the relevant remuneration policy, excluding any buy-out awards (see below). Buy-out awards The Committee may grant awards to compensate Executive Directors hired from outside Unilever for any awards they lose by leaving previous employers broadly on a like-for-like basis. Incoming Executive Directors will be required to retain all shares vesting from any share awards until their minimum shareholding requirements have been met in full. If a buy-out award is required, the Committee would aim to reflect the nature, timing, and value of awards forgone in any replacement awards. Awards may be made in cash, shares or any other method as deemed appropriate by the Committee. Where possible, share awards will be replaced with share awards. Where performance measures applied to the forfeited awards, performance measures will be applied to the replacement award or the award size will be discounted accordingly. In establishing the appropriate value of any buy-out, the Committee would also take into account the value of the other elements of the new remuneration package. The Committee would aim to minimise the cost to Unilever, although buy-out awards are not subject to a formal maximum. Any awards would be broadly no more valuable than those being replaced. Service contracts Policy in relation to Executive Director service contracts and payments in the event of loss of office Service contracts and notice period Current Executive Directors’ service contracts are not for a fixed duration but are terminable upon notice (12 months’ notice from Unilever, six months’ notice from the Executive Director), and are available for shareholders to view at the AGM or on request from the Group Secretary. Starting dates of the service contracts for the current CEO and CFO: ■ CEO: 1 June 2023 (signed on 29 January 2023); and ■ CFO: 1 January 2024 (signed on 24 October 2023). Termination payments A payment in lieu of notice can be made, to the value of no more than 12 months’ fixed pay and other benefits (unless dictated by applicable law). Other elements ■ The Executive Directors may, at the discretion of the Board, remain eligible to receive an annual bonus for the financial year in which they cease employment. Such annual bonus will be determined by the Committee taking into account time in employment and performance. ■ Treatment of share awards is as set out in the section on leaver provisions below. ■ Any outstanding all-employee share arrangements will be treated in accordance with HMRC- approved terms. ■ Other payments, such as legal or other professional fees, repatriation or relocation costs and/or outplacement fees, may be paid if it is considered appropriate. Additional payments may be permitted at the proposal of the Committee if the Committee considers not allowing such a payment would be manifestly unreasonable given the circumstances. ■ The Committee reserves the discretion to approve gifts to Executive Directors who are retiring or who are considered by the Board to be otherwise leaving in good standing (e.g. those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of any gift for any one Executive Director exceeds £5,000, it will be disclosed in the relevant Directors’ remuneration report. Where a tax liability is incurred on any such a gift, the Committee has the discretion to approve the payment of such liability on behalf of the Executive Director in addition to the value of the gift. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 125
Leaver provisions in share plan rules ‘Good leavers’ as determined by the Committee in accordance with the plan rules* Leavers in other circumstances Change of control PSP awards Awards will normally vest following the end of the original performance period, taking into account performance and (unless the Board on the proposal of the Committee determine otherwise) pro-rated for time in employment. Alternatively, the Board may determine that awards shall vest upon termination based on performance at that time and pro-rated for time in employment (unless the Board on the proposal of the Committee determine otherwise). If an Executive Director dies or leaves due to ill health, injury or disability, awards will vest at the time of death or leaving at the target level of vesting (in case of death pro-rated for time in employment if the Director had previously left as a good leaver). Awards will normally lapse upon termination. Awards will vest based on performance at the time of the change of control and the Board, on the proposal of the Committee, have the discretion to pro-rate for time. Alternatively, Executive Directors may be required to exchange the awards for equivalent awards over shares in the acquiring company. The retention period of a PSP award will end on a change of control. Deferred bonus awards Unvested deferred bonus awards will continue in effect and vest on the normal timescale unless the Executive Director is terminated for misconduct or breach of the terms of their employment, unless the Committee decides otherwise. Unvested deferred bonus awards vest in full. * An Executive Director will usually be treated as a good leaver if they leave due to ill health, injury or disability, retirement with Unilever’s agreement, redundancy, or death in service. The Board may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as a good leaver if they choose to leave for another job elsewhere unless the Board determines otherwise, if they are summarily dismissed or leave because of concerns about performance. In deciding whether or not to treat an Executive Director as a good leaver, the Board will have regard to their performance in the role. If Unilever is affected by a demerger, special distribution or other transaction which may affect the value of awards, the Committee may allow PSP awards and/or deferred bonus awards to vest early over such number of shares as it shall determine (to the extent any performance measures have been met) and awards may be pro-rated to reflect the acceleration of vesting at the Committee’s discretion. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 126 Unilever Annual Report on Form 20-F 2023
Non-Executive Directors Key aspects of Unilever’s 2024 fee policy for the Non-Executive Directors Approach to setting fees The Non-Executive Directors receive annual fees from Unilever. The Board determine Non-Executive Director fee levels, which are limited to the aggregate amount permitted by the Company’s articles of association, as approved by shareholders from time to time (which is currently €5 million per year). Unilever’s policy is to set fees at a level which is sufficient to attract, motivate and retain high-class talent of the calibre required to direct the strategy of the business without paying more than necessary. The fees are set taking into account: ■ the commitment and contribution expected by the Group; ■ fee levels paid in other global companies; and ■ that fees are paid in cash. Operation Unilever applies a modular fee structure for the Non-Executive Directors to ensure we fairly reflect the roles and responsibilities of chair and committee membership. Our basic philosophy is to pay the Chair an all- inclusive fee. Other Board members receive a basic fee and additional fees for being Senior Independent Director and chairing or membership of various committees. The Board may decide to pay fees in any other currency based on such foreign exchange rates as the Board shall determine, provided total Non-Executive Director fees stay within the annual limits as approved by shareholders from time to time. The 2024 fee structure can be found in the Directors’ Remuneration Report on page 145. The fee structure may vary from year to year within the terms of this Remuneration Policy. Fees are normally reviewed annually but may be reviewed less frequently. Additional allowances are made available to the Non-Executive Directors where appropriate, to reflect any additional time commitment or duties. Other items The Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their total annual fees over the five years from appointment. The Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans. All reasonable travel and other expenses incurred by the Non-Executive Directors in the course of performing their duties are considered to be business expenses and are reimbursed together with any tax payable. The Non-Executive Directors also receive expenses relating to the attendance of the Director’s spouse or partner, when they are invited by Unilever. Other benefits or additional payments may be provided in the future if, in the view of the Board, this is considered appropriate. Such benefits and/or payments would be within the total annual limits as approved by shareholders as described above. The Committee reserves the discretion to approve gifts to Non-Executive Directors who are retiring or who are considered by the Board to be otherwise leaving in good standing (e.g. those leaving office for any reason other than termination by Unilever or in the context of misconduct). If the value of any gift for any one Non-Executive Director exceeds £5,000, it will be disclosed in the relevant Directors’ remuneration report. Where a tax liability is incurred on any such gift, the Committee has the discretion to approve the payment of such liability on behalf of the Non-Executive Director in addition to the value of the gift. Remuneration Policy for new Non-Executive Director hires In the event of hiring a new Non-Executive Director, the Committee will align the remuneration package with the New Remuneration Policy as set out above. Non-Executive Directors’ letters of appointment The terms of engagement of the Non-Executive Directors are set out in letters of appointment which each Non-Executive Director signs upon appointment. The Non-Executive Directors are currently appointed for a one-year term, subject to satisfactory performance, re-nomination at the discretion of the Board on the recommendation of the Nominating and Corporate Governance Committee and re-election at forthcoming annual shareholder meetings. It is Unilever’s expectation that all Non-Executive Directors serve for a minimum of three years. The letters of appointment allow for Unilever to terminate a Non- Executive Director’s appointment in cases of gross misconduct, failure to perform their duties competently, conduct bringing Unilever into disrepute, bankruptcy or where the Non-Executive Director is prevented from occupying such a position by law. The letters do not contain provision for notice periods or compensation if the Non-Executive Directors’ appointments are terminated by Unilever. The Non-Executive Directors may terminate their engagement upon three months’ notice. Except in exceptional circumstances, the Board will not propose Non-Executive Directors for re-nomination when nine years have elapsed since the date of their appointment. Letters of appointment are available for inspection on request from the Group Secretary. In considering appointments to the Board, the Directors and Unilever give due consideration to the time commitment required to fulfil the role appropriately. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 127
Committee members and attendance Attendance Andrea Jung Chair 6/6 Nils Andersen 6/6 Judith Hartmann (member since 3 May 2023) 2/2 Ruby Lu (member until 3 May 2023) 4/4 Ian Meakins (member since 1 December 2023) 0/0 Nelson Peltz 6/6 This table shows the membership of the Compensation Committee together with their attendance at meetings during 2023. Attendance is expressed as the number of meetings attended out of the number eligible to attend. The Committee is comprised of five Non-Executive Directors, including Andrea Jung as the Chair. Ruby Lu stepped down from the Committee at the AGM in May 2023 and was replaced by Judith Hartmann. Ian Meakins joined the Committee on 1 December 2023, although there were not any Committee meetings between then and 31 December 2023. Ian attended a Committee meeting in November 2023 to observe as part of his onboarding. Nils Andersen and Judith Hartmann will step down from the Committee when they retire from Unilever's Board at the AGM in May 2024. Other attendees at Committee meetings in 2023 included the CEO, Chief Legal Officer & Group Secretary, Chief Counsel Executive Compensation & Employment, Chief Employment Law Counsel, Chief People & Transformation Officer, Head of Expertise & Innovation, Chief R&D Officer, Chief Sustainability Officer, Global Head of Sustainable Business Performance & Reporting, Global Head of Sustainability Compass & Markets, Deputy Chief Financial Officer & Controller, and advisers to the Committee (see below). No individual Executive Director was present when their own remuneration was being determined to ensure there was no conflict of interest. The Committee has separately sought and obtained Executive Directors’ own views when determining the amount and structure of their remuneration before recommending individual packages to the Board for approval. Role of the Committee The Committee reviews and makes a proposal to the Board on the remuneration of the Executive and Non-Executive Directors. It also has responsibility for the design and terms of Executive and all employee share-based incentive plans and the remuneration policy for the ULE and senior managers. The Committee is also involved in the performance evaluation and remuneration of the ULE. The Committee's terms of reference are contained within 'The Governance of Unilever' which is available on our website. As part of the Board evaluation carried out in 2023, the Board evaluated the performance of the Committee. The Committee also carried out an assessment of its own performance in 2023. Overall, the Committee members concluded that the Committee is performing effectively. Activities of the Committee During 2023, the Committee met six times and its activities included: ■ determining the 2022 annual bonus outcome; ■ determining the vesting of the MCIP awards for the CEO, CFO and the ULE; ■ consultation with investors in respect of the directors' remuneration report vote at the 2023 AGM and renewal of the Directors' Remuneration Policy; ■ considering and approving the proposed New Remuneration Policy; ■ setting the 2023 annual bonus and Performance Share Plan (PSP) 2023-2025 performance measures and targets; ■ setting fixed pay for the CEO and CFO; ■ tracking external developments and assessing their impact on Unilever’s Remuneration Policy and its implementation, in particular in the context of geopolitical tensions, inflation, and regulatory requirements; ■ retirement of CFO and CFO succession planning; ■ approving introduction of a Recovery Policy to comply with New York Stock Exchange listing requirements; ■ reviewing pay gap data; ■ considering progress on the living wage commitment that is now extended to the wider supply chain; and ■ assessing SPI performance outcomes and setting measures and targets along with the Corporate Responsibility Committee (CRC). Advisers While it is the Committee’s responsibility to exercise independent judgement, the Committee requests advice from management and professional advisers, as appropriate, to ensure that its decisions are fully informed given the internal and external environment. Fiona Camenzuli of PricewaterhouseCoopers LLP (PwC) was appointed by the Committee to provide independent advice on various matters it considered. During 2023, the wider PwC network firms have also provided other tax and consultancy services to Unilever including tax compliance and other tax- related services, cyber security services, internal audit advice, secondees, third-party risk and compliance advice, and merger and acquisition support. PwC is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK, which is available online at www.remunerationconsultantsgroup.com (Code of Conduct: Executive Remuneration Consulting). The Committee is satisfied that the advice of the PwC engagement partner and team, which provide remuneration advice to the Committee, was objective and independent. They do not have connections with Unilever that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflicts. The fees paid to PwC in relation to advice provided to the Committee in the year to 31 December 2023 were £277,557. This figure is calculated based on time spent and expenses incurred for the majority of advice provided, but on occasion, for specific projects, a fixed fee may be agreed. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 128 Unilever Annual Report on Form 20-F 2023
Annual report on remuneration This section sets out how the Remuneration Policy (which was approved by shareholders at the AGM on 5 May 2021 and is available on our website) was implemented in 2023. The Remuneration Policy operated as intended in 2023 in terms of company performance, quantum and application of discretion, as set out in the Chair letter on page 116. Changes to the implementation of the policy from 2024 are set out in the proposed New Remuneration Policy on pages 119 to 127 and will be implemented if it receives shareholder approval at the 2024 AGM. Unilever's remuneration arrangements are aligned to its culture of rewarding performance through annual bonus and long-term incentive performance measures and remuneration is determined throughout Unilever based on the same principle as for the Executive Directors, as set out in the Remuneration Policy. Remuneration is controlled with pay at risk determined according to pre-determined performance measures with a maximum outcome. This results in predictability in the management of risks and costs. Executive remuneration is proportionate given the financial size and complexity of Unilever as determined through benchmarking with our peers. Unilever's arrangements provide for clarity and simplicity by consisting of fixed pay, benefits, annual bonus and long-term incentives, which are transparently detailed in the Remuneration Policy and the relevant directors' remuneration report. Implementation of the Remuneration Policy for Executive Directors If approved by shareholders, Unilever's proposed New Remuneration Policy, as set out below, will be implemented with effect from the 2024 AGM. If the proposed New Remuneration Policy is not approved, Unilever's existing Remuneration Policy will continue to apply. Alan Jope is treated as CEO from 1 January to 30 June 2023 and Hein Schumacher is treated as CEO from 1 June to 31 December 2023, given he performed the role of CEO Designate from 1 June 2023 and became CEO on 1 July 2023. Remuneration for the CFO for 2023 refers to Graeme Pitkethly. Please see page 144 for remuneration details for Fernando Fernandez as the incoming CFO. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 129
Elements of remuneration Fixed Pay Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy. Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive alternative to the separate provision of salary, fixed allowance and pension. At a glance Details of the rationale for our Executive Directors’ fixed pay amounts can be found on page 118. Implementation in 2023 ■ CEO (Alan Jope): €1,560,780 (effective 1 January 2023) ■ CEO (Hein Schumacher): €1,850,000 (pro rata from 1 June 2023) ■ CFO (Graeme Pitkethly): €1,246,262 (effective 1 January 2023) Planned for 2024 Effective from 1 January 2024: ■ CEO (Hein Schumacher): €1,850,000 (no change) ■ CFO (Fernando Fernandez): €1,175,000 (reduction of 5.72% compared to Graeme Pitkethly) Annual Bonus Purpose and link to strategy Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected to support our annual business strategy and the ongoing enhancement of shareholder value. 50% of the net annual bonus is deferred into shares or share awards to link to long-term performance. At a glance ■ Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO. ■ Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO. ■ Business performance multiplier of between 0% and 150% based on achievement against business targets over the year. ■ Performance target ranges are considered commercially sensitive and will be disclosed in full with the corresponding performance outcomes retrospectively following the end of the relevant performance year. ■ Requirement to defer 50% net annual bonus into shares, which vest after 3 years. ■ The annual bonus is subject to claw-back, malus, recovery, ultimate remedy and discretion provisions, as set out in the Remuneration Policy. Implementation in 2023 Implemented in line with the Remuneration Policy: ■ Underlying sales growth: 50% ■ Underlying operating margin improvement: 25% ■ Free cash flow: 25% Planned for 2024 Under the proposed New Remuneration Policy: ■ Underlying sales growth: 40% ■ Underlying operating profit growth adjusted for restructuring costs: 30% ■ Free cash flow: 30% Long-Term Incentive: Performance Share Plan (PSP) Purpose and link to strategy The PSP aligns senior management’s interests with shareholders by focusing on the sustained delivery of high-performance results over the long term. At a glance ■ PSP awards normally vest after three years, to the extent performance conditions are achieved. ■ The normal maximum award for the CEO is 400% of fixed pay and for the CFO is 320% of fixed pay. At target, 50% of maximum vests, equating to 200% and 160% of fixed pay respectively. ■ Upon vesting, Executive Directors will have a further two-year retention period. ■ The PSP is subject to claw-back, malus, recovery, ultimate remedy and discretion provisions, as set out in the Remuneration Policy. Implementation in 2023 Implemented in line with the Remuneration Policy: ■ % Business winning: 25% ■ Cumulative free cash flow: 25% ■ Underlying return on invested capital: 25% ■ Sustainability Progress Index: 25% Planned for 2024 Under the proposed New Remuneration Policy: ■ Underlying sales growth: 25% ■ Relative total shareholder return versus bespoke peer group(a): 30% ■ Underlying return on invested capital: 30% ■ Sustainability Progress Index: 15% (a) The proposed TSR peer group for 2024 includes Beiersdorf, Church & Dwight, Coca-Cola, Colgate-Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark, Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter and Gamble, and Reckitt Benckiser. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 130 Unilever Annual Report on Form 20-F 2023
Elements of remuneration continued Planned for 2024 The performance conditions and target ranges for 2024 awards under the PSP will be as follows: PSP 2024 – 2026 awards Weighting Threshold Max Underlying sales growth(a) 25% 3% 6% 50% 200% Relative total shareholder return(a) 30% 10th (median) 5th (upper quartile) 50% 200% Underlying return on invested capital (average) 30% 15.5% 17.5% 0% 200% Sustainability progress index (Committee assessment of SPI progress) 15% 0% 200% 0% 200% PSP awards (based on target performance) to be made on 8 March 2024 as follows: ■ CEO 200% Fixed Pay: €3,700,000. ■ CFO 160% Fixed Pay: €1,880,000. USG is the primary driver of value creation in our multi-year financial growth model. As such, the Committee believes that the target range of a threshold of 3% and a maximum of 6% to be appropriate. The Committee have set the payout for threshold at 50% of par for USG to reflect the level of stretch required, and that no payout is considered appropriate for performance below this level. Relative TSR aligns remuneration with shareholders' experience and allows us to measure relative performance. The proposed vesting schedule is in line with UK norms, with threshold vesting (50% of par) for median performance (Unilever ranked 10th), rising to maximum vesting (200% of par) for upper quartile performance (Unilever ranked 5th). The TSR peer group consists of: Beiersdorf, Church & Dwight, Coca-Cola, Colgate- Palmolive, Danone, Estée Lauder, General Mills, Haleon, Henkel, Kenvue, Kimberly-Clark, Kraft Heinz, L’Oréal, Mondelēz, Nestlé, PepsiCo, Procter and Gamble, and Reckitt Benckiser. Underlying ROIC measures the return generated on capital invested by the Group and is calculated as underlying operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables and other current liabilities. Underlying ROIC will be calculated over a three-year average. The target range of a threshold of 15.5% and maximum of 17.5% expresses our commitment to deliver underlying ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through acquisitions and disposals. The SPI is an assessment made jointly by the CRC and the Committee. The 2024-26 SPI will be evaluated on progress against four core metrics, rather than the eight metrics used for the previous PSP schemes. Targets will be set for a three-year period and disclosed prospectively. KPIs will be subject to external review, or internal review where this is not possible. Each KPI will be subject to formulaic assessment, whilst retaining the ability to make a rounded assessment of overall progress. The SPI KPIs for the 2024-2026 PSP will be as follows with a threshold of 0% and maximum of 200%: (a) Climate: The percentage change in greenhouse gas emissions from energy and refrigerant use in our operations, in comparison to the same period in 2015. Target: 80% (threshold 79%, maximum 81%). (b) Plastics: The percentage change in the total tonnes of virgin plastics used in the packaging for our products, in comparison to the same period in 2019. Target: 30% (threshold 28%, maximum 32%). (c) Nature: The total hectares of land, forests, and oceans (as measured by ocean floor area) that Unilever programmes help protect and/or regenerate. Target: 1 million hectares (threshold 900,000 hectares, maximum 1.1 million hectares). (d) Living wage: the percentage of our procurement spend which is with suppliers who have signed the Living Wage Promise. Target: 50% (threshold 45%, maximum 55%). For in-flight PSP schemes (PSP 2022-2024 and PSP 2023-2025), there will continue to be annual SPI KPIs and targets with outcomes based on in-year results. The overall outcome will be an average of each annual score, and disclosed in the directors' remuneration reports for 2024 and 2025 as applicable. (a) There is zero payout below threshold. In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits. These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits and administration. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 131
Claw-back, malus, recovery, ultimate remedy and discretion Variable remuneration is subject to claw-back, malus, recovery, ultimate remedy and discretion, as explained in the Remuneration Policy. In 2023, the Committee did not seek to exercise any of these rights (nor was it required to) in relation to the variable remuneration of current or former Executive Directors or members of the ULE. Single figure of remuneration and implementation of the Remuneration Policy in 2023 for Executive Directors The table below shows a single figure of remuneration for each of our Executive Directors for the years 2022 and 2023, where applicable. Note, Alan Jope is treated as CEO from 1 January to 30 June 2023 and Hein Schumacher is treated as CEO from 1 June to 31 December 2023, given he performed the role of CEO Designate from 1 June 2023 and became CEO on 1 July 2023. Where one single figure of remuneration is required for the CEO for 2023, for example for pay ratio comparison, the total single figure for Alan Jope and Hein Schumacher, as set out below, are totalled together. Hein Schumacher CEO (€’000) Alan Jope CEO (€’000) Graeme Pitkethly CFO (€’000) 2023 (1 June to 31 December) Proportion of Fixed and Variable Rem 2023 (1 January to 30 June) Proportion of Fixed and Variable Rem 2022 Proportion of Fixed and Variable Rem 2023 Proportion of Fixed and Variable Rem 2022 Proportion of Fixed and Variable Rem (A) Total fixed pay(a) 1,079 780 1,561 1,246 1,176 (B) Other benefits(b) 311 44 102 63 48 Fixed pay & benefits subtotal 1,390 35.6% 824 38.0% 1,663 30.8% 1,309 24.8% 1,223 32.1% (C) Annual bonus(c) 1,862 1,346 3,114 1,720 1,876 (D) LTI: MCIP match shares(d) — — 618 1,107 708 (D) LTI: PSP(e) — — — 1,150 — (D) LTI: Buy-out awards(f) 648 — — — Variable Remuneration subtotal 2,510 64.4% 1,346 62.0% 3,732 69.2% 3,977 75.2% 2,585 67.9% Total Remuneration (A+B+C+D)(g) 3,900 2,170 5,395 5,286 3,808 (a) Fixed pay for Alan Jope was not increased in 2023 due to his announcement to retire from employment on 31 December 2023. Alan's fixed pay is from 1 January to 30 June 2023 and fixed pay after this date is set out in the payments on loss of office table on page 144. Hein Schumacher's fixed pay was set at €1,850,000 on appointment as CEO. Hein's fixed pay is from 1 June to 31 December 2023. CFO pay for Graeme Pitkethly was increased by 6% from 1 January 2023. (b) Alan Jope's benefits are from 1 January to 30 June 2023 and benefits after this date are set out in the payments on loss of office table on page 144. Hein Schumacher's benefits are from 1 June to 31 December 2023 and include relocation, as detailed on page 133. (c) In line with the Remuneration Policy, 50% of the 2023 net annual bonus will be deferred into Unilever shares that must be held for a period of three years. Alan Jope's annual bonus is from 1 January to 30 June 2023. Hein Schumacher's annual bonus is from 1 June to 31 December 2023. (d) Data for 2023 includes 2020-2023 MCIP match shares, which vested on 15 February 2024 for Graeme Pitkethly. Alan Jope's 2020-2023 MCIP match shares, which vested on 15 February 2024, are shown in the payments on loss of office table on page 144. Hein Schumacher was not eligible for 2020-2023 MCIP match shares as he was appointed on 1 June 2023. (e) Data for 2023 includes the first vesting of the PSP for 2021-2023 for Graeme Pitkethly, which takes place on or around 7 May 2024. The share price is based on the average for Q4 2023 of £38.69 and translated into euros using the average FX rate for Q4 2023 of €1 = £0.8668. Alan Jope's PSP 2021-2023, which vests on or around 7 May 2024, is shown in the payment on loss of office table on page 144. Hein Schumacher is not eligible for PSP 2021-2023 as he was appointed on 1 June 2023. (f) Data for 2023 includes the long-term incentive buy-out award for Hein Schumacher, as disclosed in the 2022 directors' remuneration report and detailed on page 140, which vests on or around 7 May 2024. The share price is based on the average for Q4 2023 of £38.69 and translated into euros using the average FX rate for Q4 2023 of €1 = £0.8668 and totals €417,161 (rounded). This figure also includes the cash buy-out award for Hein Schumacher of €230,572 (rounded), as disclosed in the 2022 directors' remuneration report, which vested on 15 February 2024 and detailed on page 140. (g) Total remuneration for CEO for 2023 is €6,070,000 rounded (total single figure of remuneration for Alan Jope and Hein Schumacher for 2023 totalled together). Unless stated otherwise, amounts for 2023 have been translated into euros using the average exchange rate over 2023 (€1 = £0.8700), excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at 15 February 2024 (€1 = 0.8539 and €1 = $1.0729). Amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510), excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date on 9 February 2023 (€1 = £0.8879 and €1 = $1.0733). We do not grant our Executive Directors any personal loans or guarantees. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 132 Unilever Annual Report on Form 20-F 2023
Elements of single figure remuneration 2023 (A) Fixed pay Fixed pay set in euros and paid in 2023: CEO – €1,859,557 (€780,390 for Alan Jope 1 January to 30 June 2023 and €1,079,167 for Hein Schumacher 1 June to 31 December 2023), CFO – €1,246,262. Fixed pay for Alan Jope after he stepped down as CEO is set out in the payments on loss of office table on page 144. (B) Other benefits Figures for the CEO are pro-rated for Alan Jope (1 January to 30 June 2023) and Hein Schumacher (1 June to 31 December 2023), except for relocation costs for Hein Schumacher, which are included in full. Benefits for Alan Jope after he stepped down as CEO are set out in the payments on loss of office table on page 144. For 2023, this comprises: Hein Schumacher CEO(€)(a) Alan Jope CEO(€)(a) Graeme Pitkethly CFO(€)(a) 2023 2023 2023 Medical insurance cover, actual tax return preparation costs and legal fees 7,174 35,846 49,959 Provision of death-in-service benefits and administration 11,000 8,000 13,000 Relocation(b) 292,492 — — Total(c) 310,666 43,846 62,959 (a) The numbers in this table are translated where necessary using the average exchange rate over 2023 of €1 = £0.8700. (b) As disclosed in the 2022 directors' remuneration report, Hein Schumacher is eligible for relocation support in respect of his move to the UK up to 1 June 2025. This is a reduced benefit from Unilever's usual International Mobility arrangements. If Hein leaves Unilever before 1 June 2025, the Committee may claw back some or all of the relocation allowance. (c) Total benefits for CEO for 2023 is €354,512 (total benefits for Alan Jope and Hein Schumacher for 2023 totalled together). STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 133
(C) Annual bonus Annual bonus 2023 actual outcomes: Alan Jope CEO pro rata for 1 January to 30 June 2023 – €1,346,173 (which is 77% of maximum, 173% of fixed pay as at 31 December 2023 pro rated). Hein Schumacher CEO pro rata for 1 June to 31 December 2023 – €1,861,563 (which is 77% of maximum, 173% of fixed pay as at 31 December 2023 pro rated). Combined annual bonus for CEO for 2023 is €3,207,736 which is the total of Alan Jope's and Hein Schumacher's annual bonus, as set out above. CFO – €1,719,841 (which is 77% of maximum, 138% of fixed pay as at 31 December 2023). 50% of the net annual bonus earned is deferred into shares (€356,736 for Alan Jope, €511,930 for Hein Schumacher and €455,758 for Graeme Pitkethly). Shares are deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy. The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line between threshold and maximum. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 134 Unilever Annual Report on Form 20-F 2023 Graeme Pitkethly Alan Jope Hein Schumacher
Performance: Annual Bonus Discretion was applied to adjust the formulaic outcome down to 115% for all eligible management employees including the Executive Directors, as described in the Committee Chair's letter on page 116, along with further details of the annual bonus outcome. (D) Long-Term Incentive 2023 Outcomes: MCIP This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly on 24 April 2020, based on performance in the four-year period to 31 December 2023, which vested on 15 February 2024. The values included in the single figure table and payments on loss of office table for 2023 are calculated by multiplying the number of shares granted (including additional shares in respect of accrued dividends through to 31 December 2023) by the level of vesting (% of target award) and the share price on the date of vesting (PLC £39.81 and PLC EUR €46.55), translated into euros using the exchange rate on the date of vesting (€1 = £0.8539). Performance against targets: Performance: MCIP 2020-2023 (a) Underlying earnings per share growth excludes the benefit from share buyback of €3bn in 2021. 2022 share buyback of €1.5bn was executed to return ekaterra Tea Business proceeds, hence considered. Similarly, €1.5bn share buyback in 2023 has been included and contributed 1.1% to underlying earnings per share growth. Discretion was applied to adjust the formulaic outcome down to 87% (i.e. 44% of maximum) for the Executive Directors, as described in the Committee Chair's letter on page 116, along with further details of the MCIP outcome. Further detail on the SPI outcome is set out on pages 136 to 137. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 135
2023 Outcomes: PSP This includes PSP shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly on 7 May 2021 and the long-term incentive buy-out award (operated under the Unilever Share Plan 2017) granted to Hein Schumacher on 1 June 2023, which vests on or around 7 May 2024 based on performance in the three-year period to 31 December 2023. The values included in the single figure table and payment on loss of office for 2023 are calculated by multiplying the number of shares granted (including additional shares in respect of accrued dividends through to 31 December 2023) by the level of vesting (% of target award) and the average share price over Q4 2023 (PLC £38.69), translated into euros using the average exchange rate over Q4 2023 (€1 = £0.8668). Performance against targets: Performance: PSP 2021-2023 Discretion was applied to adjust the formulaic outcome down to 63% (i.e. 32% of maximum) for the Executive Directors, as described in the Committee Chair's letter on page 117, along with further details of the PSP outcome. Further detail on the SPI outcome is set out below. Outcome of SPI for MCIP cycle 2020-2023 and PSP 2021-2023: The SPI is an assessment of the business’s sustainability performance by the CRC and the Committee that captures quantitative and qualitative elements. The CRC and the Committee agree on an SPI achievement level against the SPI metrics, taking into account performance across all the targets in each of the eight sustainability pillars. Please note the changes to SPI for performance periods from 1 January 2024, as set out on page 131. The 2023 SPI performance is set out on page 137. The SPI index for the MCIP and PSP performance period is calculated by taking a simple average and is set out at the bottom of the table for MCIP 2020-2023 and PSP 2021-2023. From 2022, the SPI indicators are based on progress made against Unilever's sustainability goals, as 2021 marked the final year of reporting against the Unilever Sustainable Living Plan (USLP). Therefore, the performance years 2020 and 2021 for MCIP 2020-2023 and performance year 2021 for PSP 2021-2023 is based on the USLP and the outcome for the remaining performance years is based on Unilever sustainability goals. For the first time, SPI 2023 includes two metrics (Positive Nutrition and Health & Wellbeing) that are evaluated on ‘in-year’ progress i.e. progress in 2023, rather than year-in-arrears. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 136 Unilever Annual Report on Form 20-F 2023
The average SPI outcome for MCIP 2020-2023 and PSP 2021-2023 is set out at the bottom of the table and in note (b). SPI 2023 SPI 2022 Sustainability pillar Sustainability target KPI 2022/23 target Judgement(a) 2022/23 actuals 2021 actuals Sustainability priority area: Improve the health of the planet Climate action Replace fossil-fuel-derived carbon with renewable or recycled carbon in all our cleaning and laundry product formations by 2030 The total number of suppliers with whom we have signed agreements to develop renewable or recycled carbon surfactants from 1 January to 31 December 2022 2 Achieved 2 2 Protect and regenerate nature Deforestation-free supply chain in palm oil, soy, paper and board, tea and cocoa by 2023 The percentage of palm oil, soy, paper and board, tea and cocoa that is purchased or contracted from low-risk sources of deforestation by 31 December 2022, based on contracts in place by 1 October 2022 for palm oil, and purchases made from 1 October to 31 December 2022 for soy, paper and board, tea and cocoa 85% Achieved 88% 81% Waste-free world 25% recycled plastic by 2025 Total tonnes of recycled plastic purchased as a percentage of total tonnes of plastic packaging used in products sold from 1 January to 31 December 2022 22% Under- achieved 21% 19% Sustainability priority area: Improve people's health, confidence and wellbeing Positive nutrition €1.5 billion annual sales per annum by 2025 from plant- based products in categories whose products are traditionally using animal- derived ingredients Total sales (euros) from plant-based products in categories whose products are traditionally using animal-derived ingredients from 1 January to 31 December 2023 €1.25bn Under- achieved €1.23bn €242m Health & wellbeing Taking action through our brands to improve health and wellbeing and advance equity and inclusion, reaching 1 billion people per year by 2030 Number of people reached by brand communications and initiatives that help improve health and wellbeing, and help advance equity and inclusion from 1 January to 31 December 2023 750m people Under- achieved 638m people 686m people Sustainability priority area: Contribute to a fairer and more socially inclusive world Equity, diversity & inclusion Spend €2 billion annually with diverse businesses worldwide by 2025 Monetary value (euros) of all invoices received from tier 1 suppliers that are either verified as a diverse business by an approved certification body or have self-declared as a diverse business from 1 January to 31 December 2022 €657m Over- achieved €818m €445m Raise living standards Ensure that everyone who directly provides goods and services to Unilever will earn at least a living wage or income by 2030 The estimated total monetary value of Dedicated Collaborative Manufacturing contracts signed with a requirement to pay a living wage from 1 January 2021 to 31 December 2022, expressed as a percentage of the estimated total monetary value of all unexpired Dedicated Collaborative Manufacturing contracts 80% Over- achieved 90% 78% Future of work Reskill or upskill our employees with future-fit skills by 2025 % of employees with a future-fit skills set from 1 January to 31 December 2022 15% Achieved 15% 7% Annual SPI outcome 115% 125% Average SPI outcome for MCIP 2020-2023(b) 124% Average SPI outcome for PSP 2021-2023(b) 122% (a) Judgement of the Committee and CRC. (b) SPI outcomes for the years 2020 and 2021 were based on the USLP and are set out in detail on page 92 of the Annual Report and Accounts 2021. SPI 2020 outcome (based on 2019 actuals) was 130%, SPI 2021 outcome (based on 2020 actuals) was 125% and SPI 2022 outcome (based on 2021 actuals) was 125% (as above), making an average SPI outcome for MCIP 2020-2023 of 124% (rounded) and for PSP 2021-2023 of 122% (rounded). STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 137
Share price growth MCIP 2020–2023 (a) The conditional number of shares awarded (including decimals) at the share price on the award date at target performance. (b) The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date. (c) The dividends accrued on the original conditional share award (including decimals) at the share price on the award date. (d) The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends (including decimals) multiplied by the business performance ratio. The value attributable to share price growth over the vesting period is -€30,859 for the CFO (using exchange rate on day of vesting of €1 = £0.8539). (e) The final value of the award on the vesting date using the exchange rate on the day of vesting of €1 = £0.8539. The actual number of vested shares can be found on page 142. (f) Share price growth for Alan Jope's MCIP 2020-2023 can be found in the payments on loss of office table on page 144. Share price growth PSP 2021-2023 (a) The conditional number of shares awarded (including decimals) at the share price on the award date at target performance. (b) The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date. (c) The dividends accrued up to 31 December 2023 on the original conditional share award (including decimals) at the share price on the award date. (d) The nominal movement in share price between the award date and Q4 2023 average share price applied to the original conditional share award plus accrued dividends (including decimals) up to 31 December 2023 multiplied by the business performance ratio. The value attributable to share price growth is -€120,257 for the CFO (using Q4 2023 average exchange rate of €1 = £0.8668). (e) The final value of the award using Q4 2023 average share price of £38.69 and Q4 2023 average exchange rate of €1 = £0.8668. The actual number of vested shares will be reported in the 2024 directors' remuneration report. (f) Share price growth for Alan Jope's PSP 2021-2023 can be found in the payments on loss of office table on page 144. Hein Schumacher's cash buy-out award had an original value of €233,962, dividends of €4,458 and share price growth of -€7,848 resulting in an award of €230,572 (rounded) on vesting (using exchange rate on day of vesting of €1 = £0.8539). Share price growth for Hein Schumacher's long-term buy-out award is detailed below. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 138 Unilever Annual Report on Form 20-F 2023
Value of long-term incentive buy-out award vesting for Hein Schumacher Based on the performance outcome of 63% of target, share price using Q4 2023 average share price of £38.69 and Q4 2023 average exchange rate of €1 = £0.8668, and dividends accrued up to 31 December 2023 of the value of €8,300, the final value of the award is €417,161 and share price growth is -€26,732. The actual number of vested shares will be reported in the 2024 directors' remuneration report. Scheme interests awarded in the year PSP share awards made in 2023 Basis of award(a) The following numbers of performance shares were awarded on 10 March 2023 (vesting on or around 12 February 2026), except for Hein Schumacher, which were awarded on 1 June 2023 and vesting on or around 1 June 2026: CEO (Alan Jope): PLC – 11,354 CEO (Hein Schumacher): PLC – 68,135 CFO: PLC – 43,516 Maximum vesting results in 200% of the above awards vesting. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Maximum face value of awards(b) CEO (Alan Jope): €1,062,048 CEO (Hein Schumacher): €6,293,557 CFO: €4,070,550 Threshold vesting (% of target award) Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance. Performance period 1 January 2023 – 31 December 2025 (with a requirement to hold vested shares for a further two-year retention period). Details of performance measures Performance measures: PSP 2023 – 2025 awards Weighting Threshold Max Competitiveness: % business winning(c) 25% 45% 60% 0% 200% Cumulative free cash flow (current FX) 25% €15.5bn €21.5bn 0% 200% Underlying return on invested capital (exit year %) 25% 14% 18% 0% 200% 200% Sustainability progress index (Committee assessment of SPI progress) 25% 0% 200% 0% 200% (a) The 2023-2025 PSP award for Alan Jope and Hein Schumacher is pro-rated to reflect their time in service over the performance period. (b) Face values are calculated by multiplying the number of shares granted on 10 March 2023 or 1 June 2023 (including decimals) by the share price on that day of PLC £40.69 or PLC £40.18 respectively, assuming maximum performance and therefore maximum vesting of 200% and then translating into euros using an average exchange rate over 2023 of €1 = £0.8700 (rounded). (c) Competitiveness measured by % Business Winning was 37% on a Moving Annual Total basis as per 31 December 2023. See the Chair Letter on page 116 for more information on % Business Winning. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 139
Annual bonus deferral share awards made in 2023 Basis of award(a) The following numbers of annual bonus deferral shares were awarded on 22 March 2023: CEO (Alan Jope): PLC – 17,283 CFO: PLC – 10,416 Annual bonus deferral shares accrue dividends, which are reinvested. Face value of awards(b) CEO (Alan Jope): €834,858 CFO: €503,146 Deferral period 22 March 2023 – 22 March 2026. Details of performance measures No performance measures. (a) Hein Schumacher did not receive an annual bonus deferral award in 2023 as he did not receive an annual bonus for 2022. (b) Face values are calculated by multiplying the number of shares granted on 22 March 2023 (including decimals) by the share price on that day of PLC £42.03 and then translated into euros using an average exchange rate over 2023 of €1 = £0.8700 (rounded). Long-term incentive buy-out awards made in 2023 Basis of award(a) The following numbers of long-term incentive buy-out shares were awarded on 1 June 2023 (vesting on or around 7 May 2024): CEO (Hein Schumacher): PLC – 14,559 Maximum vesting results in 120% of the above awards vesting. Dividend equivalents may be earned (in cash or additional shares) on the award when and to the extent that the award vests. Face value of awards(b) CEO (Hein Schumacher): €826,667 Threshold vesting (% of target award) Four equally weighted long-term performance measures. 0% of the target award vests for threshold performance. Performance period 1 January 2021 – 31 December 2023 (also conditional upon continued employment on the date of vesting). Details of performance measures Same performance measures and targets as for PSP 2021-2023, as set out on page 136. (a) As disclosed in the 2022 directors' remuneration report, to replace the 2021-2023 cash long-term incentive that Hein forfeited from his previous employment, he was given a share award with grant value of €697,500 that will vest on or around 7 May 2024, subject to the conditions set out above and capped at a maximum of 120% of performance outcome. The final vesting of this award has been determined as 63% of target as disclosed on page 136. (b) Face values are calculated by multiplying the number of shares granted on 1 June 2023 (including decimals) by the 5-day average share price prior to 1 June 2023 of PLC £41.17, assuming maximum performance and therefore maximum vesting of 120% and then translated into euros using an average exchange rate over 2023 of €1 = £0.8700 (rounded). Cash buy-out awards made in 2023 Basis of award(a) The following numbers of cash buy-out shares were awarded on 1 June 2023 (vested on 15 February 2024): CEO (Hein Schumacher): PLC – 4,853 Restricted shares accrue dividends, which are reinvested. Face value of awards(b) CEO (Hein Schumacher): €229,630 Conditions Conditional upon continued employment on the date of vesting. Details of performance measures No performance measures. (a) As disclosed in the 2022 directors' remuneration report, to replace the 2023 cash bonus that Hein forfeited from his previous employment, he was given a share award with grant value of €232,500 that vested on 15 February 2024. (b) Face values are calculated by multiplying the number of shares granted on 1 June 2023 (including decimals) by the 5-day average share price prior to 1 June 2023 of PLC £41.17 and then translated into euros using an average exchange rate over 2023 of €1 = £0.8700 (rounded). STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 140 Unilever Annual Report on Form 20-F 2023
Minimum shareholding requirement and Executive Director share interests Executive Directors are required to build and retain a personal shareholding in Unilever within five years of their date of appointment to align their interests with those of Unilever’s shareholders. Incoming Executive Directors will be required to retain all shares vesting from any share awards made since their appointment (after deduction of tax) until their minimum shareholding requirements have been met in full. If Executive Directors fail to achieve 100% of the shareholding requirement by the relevant time, they are not permitted to sell any Unilever shares and Unilever retains the right to block the sale of their shares until the required level of shareholding has been obtained. The table below shows the Executive Directors’ share ownership against the minimum shareholding requirements as at 31 December 2023 and the interest in PLC ordinary shares of the Executive Directors and their connected persons as at 31 December 2023. When calculating an Executive Director’s personal shareholding, the following methodology is used: ■ fixed pay at the date of measurement; ■ shares in PLC will qualify provided they are personally owned by the Executive Director, by a member of their immediate family or by certain corporate bodies, trusts or partnerships, as required by law from time to time (each a ‘connected person’); ■ shares purchased under the legacy MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of purchase as these are held in the individual’s name and are not subject to further restrictions; ■ shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net of tax basis (including deferred bonus awards); ■ shares awarded on a conditional basis will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the vesting period has elapsed); and ■ the shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date of acquisition. The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US dollar exchange rates from the 60 calendar days prior to the measurement date. Executive Directors are required to maintain at least 100% of their minimum shareholding requirement for two years after leaving (or if less, their actual shareholding on the date of leaving). ULE members are required to build a shareholding of 400% of fixed pay (500% for the CEO). This requirement is 250% of fixed pay for the management layer below ULE. Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including for two years after leaving employment. This means that even if the shares are vested, they are blocked until the end of the minimum shareholding requirement period (excluding any shares above the minimum shareholding requirement). Executive Directors’ and their connected persons’ interests in shares and share ownership Share ownership guideline as % of fixed pay (as at 31 December 2023) Have guidelines been met (as at 31 December 2023) Actual share ownership as a % of fixed pay (as at 31 December 2023)(a) Shares held as at 1 January 2023 Shares held as at 31 December 2023(b) PLC PLC ADS PLC PLC ADS CEO: Alan Jope 500% Yes 901% 55,271 237,881 79,608 238,362 CEO: Hein Schumacher(c) 500% No 13% — — 5,491 — CFO: Graeme Pitkethly 400% Yes 811% 206,108 229,128 — (a) Calculated based on the minimum shareholding requirements and methodology set out above and the headline fixed pay for the CEOs and CFO as at 31 December 2023 (€1,560,780 for the CEO (Alan Jope), €1,850,000 for the CEO (Hein Schumacher) and €1,246,262 for the CFO). (b) PLC shares are ordinary 31/9p shares. Includes annual bonus deferral shares dividend accrual, which is reinvested. (c) Hein Schumacher was appointed on 1 June 2023 and acquired shares after his appointment. In addition, his first share vesting took place on 15 February 2024, which is why his shareholding as at 31 December 2023 is 13%. Hein has five years from the date of his appointment to achieve his personal shareholding requirement. During the period between 1 January and 22 February 2024, the following changes in interests have occurred: ■ Graeme Pitkethly purchased 6 PLC shares under the Unilever PLC ShareBuy Plan: 3 on 9 January 2024 at a share price of £38.34, and a further 3 on 8 February 2024 at a share price of £40.14; and ■ as detailed on page 135 for Alan Jope and Graeme Pitkethly and page 140 for Hein Schumacher, on 15 February 2024: ■ Alan Jope acquired 20,924 PLC EUR shares following the vesting of his 2020 MCIP award; ■ Hein Schumacher acquired 2,621 PLC GBP shares following the vesting of his cash buy-out award; and ■ Graeme Pitkethly acquired 12,581 PLC GBP shares following the vesting of his 2020 MCIP award. Effective as of 1 January 2024, Fernando Fernandez was appointed as CFO replacing Graeme Pitkethly, who remained as CFO until 31 December 2023. As at 22 February 2024, Fernando Fernandez holds 84,496 PLC EUR shares and 190,072 PLC GBP shares. The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share capital of PLC are the same as for other holders of the class of shares indicated. As at 22 February 2024, none of the Directors’ (Executive and Non-Executive) or other ULE members’ shareholdings amounted to more than 1% of the issued shares in that class of share (except Nelson Peltz who owns 1.5% of the PLC issued share capital including via Trian Fund Management as a connected person). All shareholdings in the table above are beneficial. On page 99, the full share capital of PLC has been described. Pages 190 and 191 set out how many shares Unilever held to satisfy the awards under the share plans. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 141
Information in relation to outstanding share incentive awards As at 31 December 2023, Alan Jope held awards over a total of 207,643 shares which are subject to performance conditions and a total of 35,046 shares which are not subject to performance conditions, Hein Schumacher held awards over a total of 84,270 shares which are subject to performance conditions and a total of 4,946 shares which are not subject to performance conditions, and Graeme Pitkethly held awards over a total of 162,796 shares which are subject to performance conditions and a total of 21,121 shares which are not subject to performance conditions. There are no awards of shares in the form of options. Annual bonus deferral shares The following bonus deferral shares were outstanding at 31 December 2023 under the Unilever Share Plan 2017: Share type Balance of bonus deferral shares at 1 January 2023(a)(b) Bonus deferral shares granted in 2023(c) Price at award Bonus deferral shares with restrictions removed Balance of bonus deferral shares at 31 December 2023(d) Alan Jope PLC 17,763 17,283 £42.03 — 35,046 Graeme Pitkethly PLC 10,705 10,416 £42.03 — 21,121 (a) Alan Jope: This includes a grant of 5,743 of PLC shares made on 7 May 2021 (vesting on or around 7 May 2024), and a grant of 12,020 PLC shares on 22 March 2022 (vesting on or around 22 March 2025). (b) Graeme Pitkethly: This includes a grant of 3,461 of PLC shares made on 7 May 2021 (vesting on or around 7 May 2024), and a grant of 7,244 PLC shares on 22 March 2022 (vesting on or around 22 March 2025). (c) Grant made on 22 March 2023 and vesting on or around 22 March 2026. (d) Annual bonus deferral shares accrue dividends, which are included in the share ownership table above where applicable. Hein Schumacher does not have any outstanding annual bonus deferral shares as at 31 December 2023 as he was appointed on 1 June 2023. PSP The following conditional shares were outstanding at 31 December 2023 under the Unilever Share Plan 2017 and are subject to performance conditions: Balance of conditional shares at 1 January 2023 Conditional shares awarded in 2023 Balance of conditional shares at 31 December 2023 Share type No. of shares (a) (b) Performance period 1 January 2023 to 31 December 2025(c) Price at award Dividend shares accrued during the year(d) Vested in 2023(e) Price at vesting Additional shares earned in 2023 Shares lapsed No. of shares Alan Jope PLC 145,054 11,354 £40.69 5,857 — £— — — 162,265 Hein Schumacher PLC — 68,135 £40.18 1,298 — £— — — 69,433 Graeme Pitkethly PLC 87,414 43,516 £40.69 4,580 — £— — — 135,510 (a) Alan Jope: This includes a grant of 61,233 of PLC shares made on 7 May 2021 (vesting on or around 7 May 2024), a grant of 77,427 PLC shares made on 11 March 2022 (vesting on or around 13 February 2025), and 6,394 PLC shares from reinvested dividends accrued in prior years in respect of awards. (b) Graeme Pitkethly: This includes a grant of 36,901 of PLC shares made on 7 May 2021 (vesting on or around 7 May 2024), a grant of 46,660 PLC shares made on 11 March 2022 (vesting on or around 13 February 2025), and 3,853 PLC shares from reinvested dividends accrued in prior years in respect of awards. (c) Alan Jope and Graeme Pitkethly: These grants were made on 10 March 2023 (vesting on or around 12 February 2026). Hein Schumacher: This grant was made on 1 June 2023 (vesting on or around 1 June 2026). (d) Reflects reinvested dividend equivalents accrued during 2023, subject to the same performance conditions as the underlying PSP shares. (e) The first vest will take place on or around 7 May 2024. MCIP The following conditional shares vested during 2023 or were outstanding at 31 December 2023 under the Unilever Share Plan 2017: Balance of conditional shares at 1 January 2023 Balance of conditional shares at 31 December 2023 Share type No. of shares (a) (b) Dividend shares accrued during the year(c) Vested in 2023(d) Price at vesting Additional shares earned in 2023(e) Shares lapsed No. of shares(f) Alan Jope PLC 62,754 1,637 13,309 €46.47 — 5,704 45,378 Graeme Pitkethly PLC 48,154 1,002 15,309 £41.09 — 6,561 27,286 (a) Alan Jope: This includes a grant of 16,668 PLC shares on 23 April 2019 (vested on 9 February 2023) and a grant of 39,594 PLC shares on 24 April 2020 (vested on 15 February 2024) and 6,492 PLC shares from reinvested dividends accrued in prior years in respect of awards. (b) Graeme Pitkethly: This includes a grant of 19,196 PLC shares on 23 April 2019 (vested on 9 February 2023) and a grant of 23,795 PLC shares on 24 April 2020 (vested on 15 February 2024), and 5,163 PLC shares from reinvested dividends accrued in prior years in respect of awards. (c) Reflects reinvested dividend equivalents accrued during 2023 and subject to the same performance conditions as the underlying matching shares. (d) The 23 April 2019 grant vested on 9 February 2023 at 70% for both Alan Jope and Graeme Pitkethly. (e) This includes any additional shares earned and accrued dividends as a result of a business performance multiplier on vesting above 100%. (f) Hein Schumacher does not have any outstanding MCIP shares as at 31 December 2023 as he was appointed on 1 June 2023. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 142 Unilever Annual Report on Form 20-F 2023
Long-term incentive buy-out award The following conditional shares were outstanding at 31 December 2023 under the Unilever Share Plan 2017 and are subject to performance conditions: Balance of conditional shares at 1 January 2023 Conditional shares awarded in 2023 Balance of conditional shares at 31 December 2023 Share type No. of shares Performance period 1 January 2021 to 31 December 2023(a) Price at award Dividend shares accrued during the year(b) Vested in 2023 Price at vesting Additional shares earned in 2023 Shares lapsed No. of shares Hein Schumacher PLC — 14,559 £41.17 278 — £— — — 14,837 (a) This grant was made on 1 June 2023 (vesting on or around 7 May 2024). The final vesting of this award has been determined as 63% of target as disclosed on page 136. (b) Reflects reinvested dividend equivalents accrued during 2023, subject to the same performance conditions as the underlying long-term incentive buy-out shares. Cash buy-out award The following conditional shares were outstanding at 31 December 2023 under the Unilever Share Plan 2017: Balance of conditional shares at 1 January 2023 Balance of conditional shares at 31 December 2023 Share type No. of shares Conditional shares awarded in 2023(a) Price at award Dividend shares accrued during the year(b) Vested in 2023 Price at vesting Additional shares earned in 2023 Shares lapsed No. of shares Hein Schumacher PLC — 4,853 £41.17 93 — £— — — 4,946 (a) This grant was made on 1 June 2023 (vested on 15 February 2024). (b) Reflects dividend equivalents accrued during 2023. Executive Directors' service contracts Starting dates of our Executive Directors’ service contracts: ■ Alan Jope: 1 January 2019 (signed on 16 December 2020); ■ Hein Schumacher: 1 June 2023(a) (signed on 29 January 2023); ■ Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015); and ■ Fernando Fernandez: 1 January 2024 (signed 24 October 2023). Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be terminated with 12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can be made of no more than one year’s fixed pay and other benefits. Other payments that can be made to Executive Directors in the event of loss of office are disclosed in our Remuneration Policy. See the remuneration topics section of our website for a copy of the Remuneration Policy. (a) Note: Hein Schumacher began employment with Unilever on 1 June 2023 as CEO Designate and Executive Director and became CEO on 1 July 2023. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 143
Payments to former Directors The table below shows the 2023 payments to Paul Polman in accordance with arrangements made with him upon his stepping down as CEO on 31 December 2018 and his retirement from employment with Unilever effective 2 July 2019. These arrangements were disclosed in the 2018 Directors' remuneration report. Paul Polman (€'000) Benefits(a) 30 Total remuneration 30 (a) This includes tax preparation fees. There have been no other payments to former Directors during the year. Payments for loss of office Alan Jope was CEO from 1 January to 30 June 2023 and retired from employment with the Company on 31 December 2023. The table below shows the payments for loss of office to Alan in respect of his role as a Director from 1 July to 31 December 2023, in accordance with arrangements made with him, as disclosed in the 2022 Directors' remuneration report. As he was employed for the entirety of the performance periods, the Committee determined that his 2020-2023 MCIP and 2021-2023 PSP awards would vest in full, subject to performance outcomes, as outlined on pages 135 and 136. Alan Jope (€'000) Fixed pay(a) 780 Benefits(b) 75 LTI: MCIP match shares(c) 1,838 LTI: PSP performance shares(d) 1,909 Total remuneration 4,602 (a) Alan Jope's fixed pay from 1 July to 31 December 2023 (being the end of his contractual notice period). Alan's fixed pay from 1 January to 30 June 2023 is set out in the single figure table on page 132. (b) Alan Jope's benefits from 1 July to 31 December 2023 and includes tax preparation fees, medical insurance cover and death-in-service benefits. Alan's benefits from 1 January to 30 June 2023 are set out in the single figure table on page 132. (c) Data for 2023 includes 2020-2023 MCIP match shares, which vested on 15 February 2024 for Alan Jope, as set out on page 135. Alan Jope's MCIP award had an original value of €1,792,420, performance of -€233,015 dividends of €227,800 and share price growth of €50,335 resulting in an award of €1,837,541 (rounded) on vesting. (d) Data for 2023 includes the first vesting of the PSP for 2021-2023 for Alan Jope, which takes place on or around 7 May 2024, as set out on page 136. The share price is based on the average for Q4 2023 of £38.69 and translated into euros using the average FX rate for Q4 2023 of €1 = £0.8668. Alan Jope's PSP award had an original value of €3,018,513, performance of -€1,116,850, dividends of €206,865 up to 31 December 2023 and share price growth of -€199,553 resulting in an award of €1,908,975 (rounded) on vesting. The actual number of vested shares will be reported in the 2024 Directors' remuneration report. Alan Jope received a retirement gift worth £7,950 (€9,138 rounded), which is disclosed in accordance with the Directors' Remuneration Policy for retirement gifts worth over £5,000. There have been no other payments for loss of office during the year. Unless stated otherwise, amounts for 2023 have been translated into euros using the average exchange rate over 2023 (€1 = £0.8700), excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at 15 February 2024 (€1 = £0.8539 and €1 = $1.0729). Appointment arrangements for Fernando Fernandez Fernando Fernandez commenced the role of CFO on 1 January 2024, replacing Graeme Pitkethly who will cease employment on 31 May 2024. The Compensation Committee approved the remuneration package, as described in this section, which came into effect from 1 January 2024. His remuneration package is in accordance with the approved Remuneration Policy. Fernando's fixed pay has been set at €1,175,000 per annum. Fernando is eligible to receive a discretionary annual bonus with target opportunity set at 120% of fixed pay (maximum 180% fixed pay). 50% of any net annual bonus will be deferred into Unilever shares for three years. Further details on the annual bonus (including performance measures) are set out on page 130. From 1 January 2024, Fernando is also eligible for an annual PSP award of 160% of fixed pay at target (320% fixed pay maximum) that will vest to the extent performance conditions are achieved, followed by an additional two-year holding period. Further details on the PSP 2024-2026, including performance conditions, are set out on page 131. Fernando will receive benefits under the approved Remuneration Policy, including tax preparation fees, medical insurance cover and death-in-service benefits. He will also receive a relocation allowance in 2024 and 2025 to support his move to the UK (plus housing costs for up to six months). If Fernando leaves Unilever within 24 months of his appointment as CFO, the Committee may claw-back some or all of the relocation allowance. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 144 Unilever Annual Report on Form 20-F 2023
Leaving arrangements for Graeme Pitkethly Graeme Pitkethly stepped down as CFO and Executive Director on 31 December 2023 and will retire from employment on 31 May 2024 (the 'Retirement Date'). Until the Retirement Date, Graeme will remain an employee of Unilever. On this basis, and in accordance with his service agreement and our Remuneration Policy, Graeme: ■ will continue to receive fixed pay up to the Retirement Date; ■ remains eligible to receive a discretionary bonus of up to 180% fixed pay in respect of the 2023 financial year (as detailed on page 134) with 50% of the net annual bonus deferred into shares with a three-year holding period in accordance with the Remuneration Policy; ■ remains eligible for vesting of his 2020-2023 MCIP and 2021-2023 PSP awards, as outlined on pages 135 and 136; ■ will be treated as a good leaver on retirement under the PSP long-term share incentive plans, meaning that his outstanding awards will remain capable of vesting in accordance with the rules of the relevant plan on its vesting date, subject to Company performance. PSP awards will remain subject to a two-year post-vesting holding period and MCIP awards remain subject to a one-year post-vesting holding period; ■ will continue to be eligible for vesting and release of any annual bonus deferral shares in accordance with their terms; and ■ will continue to receive contractual benefits through to the Retirement Date, including annual leave, medical insurance cover, death-in-service benefits and tax return preparation services (in respect of all Unilever source income). Details of all payments made to and received by Graeme will be disclosed on the Company’s website and in the Directors’ remuneration reports as required going forward. Implementation of the Remuneration Policy for Non-Executive Directors As explained in the Chair letter on page 118, the Committee reviewed Non-Executive Director fees in January 2024 and determined there would be no increase for 2024 given the fees are in line with market and the recent fee increase in 2023. The Committee will continue to keep Non-Executive Director fees under regular review. Non-Executive Director fees are set and paid in GBP. The table below outlines the current fee structure shown in our reporting currency of EUR and GBP using the average exchange rate over 2023 of £1 = €1.1494 (rounded). 2024 2023 Roles and responsibilities Annual Fee € Annual Fee £ Annual Fee € Annual Fee £ Basic Non-Executive Director Fee € 109,197 £95,000 € 109,197 £95,000 Chair (all-inclusive) € 758,629 £660,000 € 758,629 £660,000 Senior Independent Director (modular) € 45,978 £40,000 € 45,978 £40,000 Member of Nominating and Corporate Governance Committee € 17,242 £15,000 € 17,242 £15,000 Member of Compensation Committee € 22,989 £20,000 € 22,989 £20,000 Member of Corporate Responsibility Committee € 22,989 £20,000 € 22,989 £20,000 Member of Audit Committee € 28,736 £25,000 € 28,736 £25,000 Chair of Nominating and Corporate Governance Committee € 34,483 £30,000 € 34,483 £30,000 Chair of Compensation Committee € 40,230 £35,000 € 40,230 £35,000 Chair of Corporate Responsibility Committee € 40,230 £35,000 € 40,230 £35,000 Chair of Audit Committee € 45,978 £40,000 € 45,978 £40,000 All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are considered to be business expenses and so are reimbursed. Non-Executive Directors also receive expenses relating to the attendance of their spouse or partner, when they are invited by Unilever. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 145
Single figure of remuneration in 2023 for Non-Executive Directors The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2022 and 2023. Non-Executive Director 2023 2022 Fees(a) €'000 Benefits(b) €'000 Total remuneration €'000 Fees(a) €'000 Benefits(b) €'000 Total remuneration €'000 Nils Andersen(c) 708 37 745 764 29 793 Laura Cha(d) — — — 50 — 50 Judith Hartmann(e) 146 21 167 127 1 128 Adrian Hennah(f) 155 22 177 140 — 140 Andrea Jung(g) 213 — 213 200 — 200 Susan Kilsby(h) 138 2 140 127 27 154 Ruby Lu(i) 142 — 142 139 15 154 Strive Masiyiwa(j) 149 — 149 135 — 135 Ian Meakins(k) 91 — 91 — — — Youngme Moon(l) 132 — 132 118 41 159 Nelson Peltz(m) 132 — 132 54 — 54 John Rishton(n) — — — 51 — 51 Hein Schumacher(o) 57 2 59 31 — 31 Feike Sijbesma(p) 125 — 125 135 1 136 Total 2,188 84 2,272 2,071 114 2,185 (a) This includes fees received from Unilever for 2022 and 2023 respectively. Includes basic Non-Executive Director fee and committee chairship and/or membership. Where relevant, amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510). Amounts for 2023 have been translated into euros using the average exchange rate over 2023 (€1 = £0.8700). (b) The only benefit received relates to travel by spouses or partners where they are invited by Unilever. (c) Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee. From 1 December 2023, member of the Nominating and Corporate Governance Committee and Compensation Committee. (d) Retired from the Board at the May 2022 AGM. (e) Member of the Audit Committee until 3 May 2023 and then Member of the Nominating and Corporate Governance Committee and Compensation Committee. (f) Chair of the Audit Committee from 4 May 2022. (g) Vice Chair, Senior Independent Director, member of the Nominating and Corporate Governance Committee and Chair of the Compensation Committee. (h) Member of the Audit Committee. (i) Member of the Compensation Committee and Nominating and Corporate Governance Committee until 3 May 2023 and then Member of the Audit Committee. (j) Chair of the Corporate Responsibility Committee. (k) Appointed to the Board from 1 September 2023 and Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee from 1 December 2023. (l) Member of the Corporate Responsibility Committee. (m) Appointed to the Board and member of the Compensation Committee from 20 July 2022. (n) Retired from the Board at the May 2022 AGM. (o) Appointed to the Board and member of the Audit Committee from 4 October 2022 to 31 May 2023, following which he was appointed as an Executive Director. (p) Retired from the Board on 31 October 2023. We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they entitled to any severance payments. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 146 Unilever Annual Report on Form 20-F 2023
Percentage change in remuneration of Non-Executive Directors The table below shows the five-year history of year-on-year percentage change for fees and other benefits for the Non-Executive Directors who were Non-Executive Directors at any point during 2023 (with the exception of Hein Schumacher who is included in the percentage change in remuneration of Executive Directors table on page 151). Please see page 151 for comparison of percentage change in remuneration of PLC employees. Total Remuneration(a) Non-Executive Director % change from 2022 to 2023 % change from 2021 to 2022 % change from 2020 to 2021 % change from 2019 to 2020 % change from 2018 to 2019 Nils Andersen(b) -6.1 5.0 -3.0 253.9 69.2 Laura Cha(c) -100.0 -63.5 2.3 10.8 5.2 Judith Hartmann(d) 30.5 1.6 -3.0 -11.4 14.1 Adrian Hennah(e) 26.4 566.7 — — — Andrea Jung(f) 6.5 11.1 32.8 11.8 51.3 Susan Kilsby(g) -9.1 22.2 -3.0 144.0 — Ruby Lu(h) -7.8 569.6 — — — Strive Masiyiwa(i) 10.4 0.7 -3.0 -0.9 6.1 Ian Meakins(j) — — — — — Youngme Moon(k) -17.0 20.5 -21.4 -0.8 15.0 Nelson Peltz(l) 144.4 — — — — John Rishton(m) -100.0 -64.8 -3.0 -10.9 17.5 Feike Sijbesma(n) -8.1 1.5 -3.0 -0.9 3.0 (a) Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payment. Therefore, the year-on-year % changes are mainly due to changes in committee chair or memberships, mid-year appointments, or retirement, fee increases as disclosed in applicable Directors’ remuneration reports, travel costs and changes in the average sterling: euro exchange rates. The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2020 or 2021 due to the Covid pandemic. (b) Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee. From 1 December 2023, member of the Nominating and Corporate Governance Committee and Compensation Committee. Hence his % decrease from 2022 to 2023. He became Chair in November 2019, hence the % increase from 2019 to 2020. (c) Laura Cha retired from the Board at the May 2022 AGM, hence the % decrease from 2022 to 2023. (d) Member of the Audit Committee until 3 May 2023 and then Member of the Nominating and Corporate Governance Committee and Compensation Committee. Hence the % increase from 2022 to 2023, in addition to spouse/partner travel costs. (e) Adrian Hennah was appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022. The % increase from 2022 to 2023 relates to the fee increase for Non-Executive Directors in 2023 plus spouse/partner travel costs. (f) Andrea Jung was appointed Senior Independent Director and member of the Nominating and Corporate Governance Committee with effect from May 2021 AGM and Chair of the Compensation Committee from 18 February 2021. The % increase from 2022 to 2023 relates to the fee increase for Non-Executive Directors in 2023. (g) Susan Kilsby joined Unilever in August 2019, hence the % increase from 2019 – 2020. The % decrease from 2022 to 2023 relates to spouse/partner travel costs. (h) Ruby Lu was appointed to the Board from 1 November 2021, was a member of the Compensation Committee and Nominating and Corporate Governance Committee until 3 May 2023 and then member of the Audit Committee. Hence the % decrease from 2022 to 2023, along with spouse/partner travel costs. (i) The % increase for Strive Masiyiwa from 2022 to 2023 relates to the fee increase for Non-Executive Directors in 2023. (j) Ian Meakins was appointed to the Board from 1 September 2023 and Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee from 1 December 2023. (k) The % decrease for Youngme Moon from 2022 to 2023 relates to spouse/partner travel costs. (l) Nelson Peltz was appointed to the Board and became a member of the Compensation Committee from 20 July 2022, hence the % increase from 2022 to 2023. (m) John Rishton retired from the Board at the May 2022 AGM, hence the % decrease from 2022 to 2023. (n) Feike Sijbesma retired from the Board from 31 October 2023, hence the % decrease from 2022 to 2023. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 147
Non-Executive Directors’ interests in shares Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five years from appointment. The table shows the interests in Unilever PLC ordinary shares as at 1 January 2023 and Unilever PLC ordinary shares as at 31 December 2023 of Non-Executive Directors and their connected persons. This is set against the minimum shareholding recommendation. Note: Hein Schumacher is included in the Executive Directors' interest in shares table on page 141. There has been no change in these interests between 1 January 2024 and 22 February 2024. Non-Executive Director Share type Shares held at 31 December 2023 Share type Shares held at 1 January 2023 Actual share ownership as a % of NED fees (as at 31 December 2023) Nils Andersen PLC 21,014 PLC 21,014 131 Judith Hartmann(a) PLC 2,500 PLC 2,500 76 Adrian Hennah(a) PLC 4,000 PLC 4,000 114 Andrea Jung(a) PLC 4,576 PLC 4,576 95 Susan Kilsby(b) PLC 2,250 PLC 2,250 72 Ruby Lu PLC — PLC — 0 Strive Masiyiwa(a) PLC 3,530 PLC 3,530 104 Ian Meakins(c) PLC 26,036 n/a n/a 1,268 Youngme Moon(b) PLC ADS 3,500 PLC ADS 3,500 117 Nelson Peltz(d) PLC 36,619,370 PLC 39,167,999 1,221,706 Feike Sijbesma(e) PLC 10,000 PLC 10,000 354 (a) Decrease in share ownership as a percentage of fee from 2022 to 2023 is due to increase in fee, as set out on page 147. (b) Decrease in share ownership as a percentage of fee from 2022 to 2023 is due to increase in fees for Non-Executive Directors, as set out on page 145. (c) Appointed to the Board from 1 September 2023, hence the large share ownership as a percentage of fee for 2023. (d) Share ownership also includes shares held by Trian Fund Management as a connected person. Appointed to the Board from 20 July 2022, hence the large share ownership as a percentage of fee for 2023. (e) Stepped down from the Board effective from 31 October 2023. Shares held as at 31 October 2023. Non-Executive Directors' letters of appointment All Non-Executive Directors were reappointed to the Board at the 2024 AGM.(a) Non-Executive Director Date first appointed to the Board Effective date of current appointment(b) Nils Andersen 30 April 2015 3 May 2023 Judith Hartmann 30 April 2015 3 May 2023 Adrian Hennah 1 November 2021 3 May 2023 Andrea Jung 3 May 2018 3 May 2023 Susan Kilsby 1 August 2019 3 May 2023 Ruby Lu 1 November 2021 3 May 2023 Strive Masiyiwa 21 April 2016 3 May 2023 Ian Meakins 1 September 2023 1 September 2023 Youngme Moon 21 April 2016 3 May 2023 Nelson Peltz 20 July 2022 3 May 2023 (a) Except for Ian Meakins who was appointed to the Board with effect from 1 September 2023 and such appointment will be confirmed at the 2024 AGM. (b) The unexpired term for all Non-Executive Directors’ letters of appointment is the period up to the 2024 AGM, as they all, unless they are retiring, submit themselves for annual reappointment. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 148 Unilever Annual Report on Form 20-F 2023
Other disclosures related to Directors' remuneration Unilever regularly looks at pay ratios throughout the Group, and the pay ratio between each work level (WL in the table below), and we have disclosed this for a number of years. The table below provides a detailed breakdown of the fixed and variable pay elements for each of our UK work levels, showing how each work level compares to the CEO and CFO in 2023 (with equivalent figures from 2022 included for comparison purposes). For the purposes of the CEO, the data is the total of fixed pay and variable pay for Alan Jope and Hein Schumacher, as set out in the single figure table for Executive Directors on page 132. Figures for the CFO are calculated using the applicable data for Graeme Pitkethly from the single figure table. CEO/CFO Pay Ratio Comparison (split by fixed pay and benefits)/variable pay) The year-on-year comparison reflects an increase in fixed pay for the Executive Directors in 2023 following a pay increase for Graeme Pitkethly as CFO from 1 January 2023 and a higher fixed pay on the appointment of Hein Schumacher as CEO from 1 July 2023. Also, fixed pay for Alan Jope and Hein Schumacher are both counted for June 2023. Benefit costs increased for CEO due to the inclusion of Hein Schumacher's relocation and a slight increase for the CFO due to higher benefit costs and legal fees. The proportion of variable pay for CEO is lower in 2023 than 2022 because of the lower annual bonus outcome compared to 2022. Also, Hein Schumacher is not eligible for MCIP 2020-2023 and PSP 2021-2023 as he was appointed on 1 June 2023. Therefore, Hein's variable pay includes his buy-out share awards only and Alan Jope's MCIP and PSP awards are not included for the purposes of the single figure table (as they are set out in the payment on loss of office table on page 144). Executive Directors have a higher weighting on performance-related pay compared to other employees. The numbers are further impacted by fluctuation in the exchange rates used to convert pay elements denominated in pounds sterling to euros for reporting purposes. Where relevant, amounts for 2022 have been translated using the average exchange rate over 2022 (€1 = £0.8510), and amounts for 2023 have been translated using the average exchange rate over 2023 (€1 = £0.8700). Annual bonus and LTI for the UK employees were not calculated following the statutory method for single figure pay. Instead, variable pay figures were calculated using: ■ target annual bonus values considered for the respective year; ■ MCIP values calculated at an appropriate average for the relevant work level of employees, i.e. an average 20% investment of bonus for WL2 employees; 45% for WL3 employees; 60% for WL4-5 employees; and 100% for WL6 employees; and ■ PSP values calculated at target for the relevant work level of employees, i.e. 50% of target bonus for WL2 employees; 100% of target bonus for WL3-6 employees. Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash. The data disclosed excludes employees who are not integrated into Unilever’s global reward structure and human resources information system. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 149
CEO pay ratio comparison The table below is included to meet UK requirements and shows how pay for the CEO compares to our UK employees at the 25th percentile, median and 75th percentile. For the purposes of the CEO, the data is the total of fixed pay and variable pay for Alan Jope and Hein Schumacher, as set out in the single figure table for Executive Directors on page 132, translated into sterling using the average exchange rate over 2023 (£1 = €1.1494). Year 25th percentile Median percentile 75th percentile Mean pay ratio Year ended 31 December 2023 Salary: £40,968 £49,224 £67,565 Pay and benefits: £52,551 £65,305 £103,527 Pay ratio (Option A): 100:1 81:1 51:1 66:1 Year ended 31 December 2022 Salary: £36,802 £44,478 £60,788 Pay and benefits: £49,868 £61,553 £93,612 Pay ratio (Option A): 92:1 75:1 49:1 63:1 Year ended 31 December 2021 Salary: £34,560 £42,668 £58,869 Pay and benefits: £48,229 £60,306 £90,335 Pay ratio (Option A): 87:1 70:1 47:1 63:1 Year ended 31 December 2020 Salary: £34,298 £41,010 £55,000 Pay and benefits: £45,713 £55,751 £80,670 Pay ratio (Option A): 67:1 55:1 38:1 50:1 Year ended 31 December 2019 Salary: £38,510 £45,154 £59,988 Pay and benefits: £50,689 £61,086 £87,982 Pay ratio (Option A): 83:1 69:1 48:1 51:1 Option A was used to calculate the pay and benefits of the 25th percentile, median and 75th percentile UK employees because the data was readily available for all UK employees of the Group and Option A is the most accurate method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures are calculated by reference to 31 December 2023 (full-time equivalent), and the respective salary and pay and benefits figures for each quartile are set out in the table above. Benefits for UK employees include any pension, but pension is excluded for Executive Directors as they are not entitled to pension benefits under the Remuneration Policy. The data disclosed excludes employees who are not integrated into Unilever’s global reward structure and human resources information system. Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below the ‘CEO/CFO pay ratio comparison’ table on page 149. The reason for this is it would be unduly onerous to recalculate these figures when, based on a sample, the impact of such recalculation is expected to be minimal. The mean pay ratio has slightly increased in 2023 due to a higher fixed pay on the appointment of Hein Schumacher as CEO from 1 July 2023. Also, fixed pay and annual bonus for Alan Jope and Hein Schumacher are both counted for June 2023. Benefit costs increased for CEO due to the inclusion of Hein Schumacher's relocation. The annual bonus outcome was higher in 2023 than 2022 and variable pay makes up a higher proportion of remuneration for the CEO compared to other employees. The pay, reward and progression policies within Unilever are consistent as the Remuneration Policy is applicable across our 15,000+ managers throughout the whole business worldwide. We are also required to show additional disclosures on the rates of change in pay year-on-year. The pay ratios set out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the regulations require us to show the percentages below based on employees of our PLC top company only, which forms a relatively small and unrepresentative proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay ratios (included above in the ‘CEO/CFO pay ratio comparison’ table on page 149), these required figures are set out on page 151. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 150 Unilever Annual Report on Form 20-F 2023
Percentage change in remuneration of Executive Directors (CEO/CFO) The table below shows the five-year history of year-on-year percentage change for fixed pay, other benefits (excluding pension) and bonus for Alan Jope (CEO), Hein Schumacher (CEO), Graeme Pitkethly (CFO) and PLC’s employees (based on total full-time equivalent total reward for the relevant financial year) pursuant to UK requirements. Figures for the Executive Directors are calculated based on the single figure table on page 132 (1 January to 30 June 2023 for Alan Jope and 1 June to 31 December 2023 for Hein Schumacher). Remuneration for Hein Schumacher as CEO in 2023 is compared to remuneration he received as a Non-Executive Director in 2022, which can be found on page 147. The respective changes in percentages in fees for our Non-Executive Directors are included in the table ‘Percentage change in remuneration of Non-Executive Directors’ on page 146. Fixed pay Other benefits (not including pension) Bonus % change from 2022 to 2023 CEO: Alan Jope(a) -50.0 % -56.9 % -56.8 % CEO: Hein Schumacher(b) 3480.6 % n/a n/a CFO(c) 6.0 % 31.3 % -8.3 % PLC employees(d) 0.2 % -12.1 % -19.2 % % change from 2021 to 2022(e) CEO 1.8 % 34.2 % 67.0 % CFO 1.7 % 2.1 % 67.0 % PLC employees -4.3 % 7.4 % 57.0 % % change from 2020 to 2021(e) CEO 1.7 % 35.7 % 71.6 % CFO 1.8 % 23.7 % 71.7 % PLC employees -19.3 % -2.2 % -10.6 % % change from 2019 to 2020(e) CEO 4.0% 36.6% -39.1% CFO 3.0% 40.7% -39.7% PLC employees 1.7 % 30.2% -3.0% % change from 2018 to 2019(e) CEO -9.5% -92.3% -7.4% CFO 4.2% 4.8% 7.9% PLC employees 15.0% -5.2% 9.7% (a) The decrease in fixed pay, benefits and bonus for Alan Jope is because he stepped down as CEO on 30 June 2023 and therefore his remuneration in the single figure table is pro-rated from 1 January to 30 June 2023. See page 144 for details of Alan Jope's remuneration from 1 July 2023. (b) The increase in fixed pay for Hein Schumacher is because he was appointed on 1 June 2023 and became CEO on 1 July 2023, whereas he was a Non-Executive Director from 4 October 2022 to 31 May 2023. As a Non-Executive Director, Hein was not eligible for an annual bonus and did not receive any benefits in 2022. See page 146 for Non-Executive Director single figure of remuneration in 2022 and 2023 and page 147 for percentage change in remuneration of Non-Executive Directors. (c) The increase in fixed pay for the CFO in 2023 reflects a 6% pay increase awarded to Graeme Pitkethly from 1 January 2023, as disclosed in the 2022 Directors' remuneration report. The increase in benefits is due to increased insurance premiums, legal fees and fluctuation in exchange rates. The decrease in annual bonus reflects a performance outcome of 133% for 2022 compared to 115% for 2023. (d) For the PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare fixed pay for them against that of the CEO and CFO. Such cash-related benefits include acting-up allowance, transport allowance, and fixed pay protection allowance. The decrease in annual bonus reflects a performance outcome of 133% for 2022 compared to a bonus pool of 115% for 2023. Figures are also affected by changes in the average sterling: euro exchange rates, as well as changes in the number of employees, including changes in ULE membership. The data disclosed excludes employees who are not integrated into Unilever’s global reward structure and human resources information system. (e) Please see the relevant Directors' remuneration report for details of the percentage change in remuneration of Executive Directors from previous years. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 151
Relative importance of spend on pay The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying earnings. Underlying earnings represents the underlying profit attributable to Unilever shareholders and provides a good reference point to compare spend on pay. The chart below shows the percentage of movement in underlying earnings, dividends and total staff costs versus the previous year. (a) In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 194 for details). (b) Includes share buyback of €1,507m in 2023 and €1,509m in 2022. CEO single figure ten-year history The table below shows the ten-year history of the CEO single figure of total remuneration: 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 CEO single figure of total remuneration (€‘000)(a) 9,561 10,296 8,370 11,661 11,726 4,894 3,447 4,890 5,395 6,070 Annual bonus award rates against maximum opportunity 66% 92% 92% 100% 51% 55% 32% 54% 89% 77% GSIP performance shares vesting rates against maximum opportunity 61% 49% 35% 74% 66% 60% n/a n/a n/a n/a MCIP matching shares vesting rates against maximum opportunity 81% 65% 47% 99% 88% n/a 42% 44% 35% 44% PSP performance shares vesting rates against maximum opportunity n/a n/a n/a n/a n/a n/a n/a n/a n/a 32% (a) Based on combined single figure of remuneration for Alan Jope and Hein Schumacher, as set out on page 132. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report 152 Unilever Annual Report on Form 20-F 2023
Ten-year historical Total Shareholder Return (TSR) performance The graph below includes growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison based on 30-trading-day average values. The table below shows Unilever’s performance against the FTSE 100 Index, which is the most relevant index in the UK where we have our principal listing. Unilever is a constituent of this index. Ten-year historical TSR performance Serving as a Non-Executive Director on the board of another company Unilever recognises the benefit to the individual and the Group of senior executives acting as directors of other companies in terms of broadening Directors’ knowledge and experience, but the number of outside directorships of listed companies is generally limited to one per Executive Director. The remuneration and fees earned from that particular outside listed directorship may be retained (see ‘Independence and Conflicts’ on page 95 for further details). For the reason above, Graeme Pitkethly is permitted to be a Non-Executive Director of Pearson plc since 1 May 2019. In 2023, he received an annual fee of €121,266 (£105,500) (2022: €115,404 (£98,208)) (of which 25% of his basic fee was delivered in Pearson shares in accordance with Pearson’s remuneration policy) based on an average exchange rate over 2023 of €1 = £0.8700. Figures for 2022 have been translated in euros based on an average exchange rate over 2022 of €1 = £0.8510. Shareholder voting Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for any such vote and would set out in the following Annual Report and Accounts any actions in response to it, as we did in 2023 following the vote on the Directors' remuneration report at the AGM, as set out in the Chair letter on page 116. For more information, see the remuneration section of our website. The following table sets out actual voting in respect of this and the previous report: Voting outcome For Against Withheld 2022 Directors' Remuneration Report (2023 AGM) (excluding the Directors' Remuneration Policy) 41.97% 58.03% 82,534,318 2021 Directors' Remuneration Policy (2021 AGM) 93.51% 6.49% 8,161,369 The Directors' Remuneration Report has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Directors' Remuneration Report Unilever Annual Report on Form 20-F 2023 153
154 Unilever Annual Report on Form 20-F 2023
Financial Statements 156 Statement of Directors’ Responsibilities 157 Report of Independent Registered Public Accounting Firm 173 Consolidated Financial Statements Unilever Group 176 Notes to the Consolidated Financial Statements 227 Company Accounts Unilever PLC 230 Notes to the Company Accounts Unilever PLC 234 Group Companies 245 Shareholder information – Financial calendar 246 Additional Information for US Listing Purposes Unilever Annual Report on Form 20-F 2023 155
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| Statement of Directors' responsibilities |
Annual accounts
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. The Directors are also required by the UK Companies Act 2006 to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Unilever Group and PLC as at the end of the financial year and of the profit or loss and cash flows for that year.
The Directors consider that, in preparing the accounts, the Group and PLC have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK-adopted international accounting standards, which they consider to be applicable have been followed. In accordance with Disclosure Guidance and Transparency Rule (“DTR”) 4.1.16R, the financial statements will form part of the annual financial report prepared under Disclosure Guidance and Transparency Rule (“DTR”) 4.1.17R and 4.1.18R. The auditor's report on these financial statements provides no assurance over whether the annual financial report has been prepared in accordance with those requirements. The Directors are also responsible for preparing the Annual Report and Accounts including the consolidated financial statements in the European single electronic format in accordance with the requirements as set out in Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format.
The Directors have responsibility for ensuring that PLC keep accounting records which disclose with reasonable accuracy their financial position and which enable the Directors to ensure that the accounts comply with all relevant legislation. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.
This statement, which should be read in conjunction with the Report of Independent Registered Public Accounting Firm, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.
A copy of the financial statements of the Unilever Group is placed on our website at www.unilever.com/investorrelations. The maintenance and integrity of the website are the responsibility of the Directors, and the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the UK and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent auditors and disclosure of information to auditors
UK law sets out additional responsibilities for the Directors of PLC regarding disclosure of information to auditors. To the best of each of the Directors’ knowledge and belief, and having made appropriate enquiries, all information relevant to enabling the auditors to provide their opinions on PLC’s consolidated and parent company accounts has been provided. Each of the Directors has taken all reasonable steps to ensure their awareness of any relevant audit information and to establish that Unilever PLC’s auditors are aware of any such information.
Directors’ responsibility statement
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s profit or loss for that period.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
Each of the Directors confirms that, to the best of his or her knowledge:
■The Unilever Annual Report on Form 20-F 2023, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;
■The financial statements which have been prepared in accordance with international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK-adopted international accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
■The Management Report includes a fair review of the development and performance of the business and the position of PLC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
The Directors and their roles are listed on pages 84 to 85.
Going concern
The activities of the Group, together with the factors likely to affect its future development, performance, the financial position of the Group, its cash flows, liquidity position and borrowing facilities are described on pages 1 to 64. In addition, we describe in notes 15 to 18 on pages
203 to
218 the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities, and its exposures to credit and liquidity risk. Although not assessed over the same period as going concern, the viability of the Group has been assessed on page 79.
The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully for at least 12 months from the date of approval of the financial statements.
After making enquiries, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Annual Report and Accounts.
Internal and disclosure controls and procedures
Please refer to pages 71 to 78 for a discussion of Unilever’s principal risk factors and to pages 70 to 79 for commentary on the Group’s approach to risk management and control.
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| 156 |
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Report of Independent
Registered Public Accounting Firm
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To the Shareholders and Board of Directors
Unilever PLC:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Unilever PLC and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired Zywie Ventures Private Limited (“OZiva”) and Yasso Holdings, Inc. ("Yasso") during 2023, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, OZiva’s and Yasso's internal control over financial reporting associated with 1.09% of total assets and 0.14% of total turnover included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of OZiva and Yasso.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation
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Report of Independent Registered Public Accounting Firm |
As discussed in note 20 to the consolidated financial statements, there are contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities related to a 2001 corporate reorganisation. The total amount of the tax assessments received in respect of this matter is €3,757 million as of 31 December 2023. There also remains the possibility of further material tax assessments related to the same matter for periods not yet assessed.
We identified the evaluation of the indirect tax contingent liabilities in Brazil related to a 2001 corporate reorganisation as a critical audit matter. In Brazil, there is a high degree of complexity involved in the local indirect tax regimes (both state and federal) and jurisprudence. Due to these complexities, there is a high degree of judgement applied by the Company with respect to the uncertainty of the outcome of this matter. Complex auditor judgement and specialised skills were required in evaluating the possible future outcomes of investigations by the authorities for assessments received to ascertain if a liability exists, and in evaluating if the exposure of possible material tax assessments related to the same matter for periods not yet assessed can be estimated.
The following are the primary procedures we performed to address this critical audit matter:
■We evaluated the design and tested the operating effectiveness of certain internal controls related to the indirect tax process including controls related to the assessment of the outcome of investigations if a liability exists and around evaluating exposure to possible material tax assessments for periods not yet assessed.
■We involved local indirect tax professionals with specialised skills and knowledge who assisted in:
■assessing the appropriateness of the classification as contingent liabilities compared to the nature of the exposures, applicable regulations, and related correspondence with the tax authorities; and
■assessing the confirmations received from the Company’s external lawyers, considering any impact of legal precedent, case law and any historical and recent judgements passed by the court authorities which could impact likelihood of outflow of economic resources.
■We inspected assessments received from tax authorities and compared their consistency, occurrence and amounts retrospectively over time to previous management estimates made in the periods this matter was not yet assessed.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
London, United Kingdom
March 7, 2024
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| Consolidated Financial Statements Unilever Group |
Consolidated income statement
for the year ended 31 December
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€ million |
€ million |
€ million |
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Notes |
2023 |
2022 |
2021 |
| Turnover |
2 |
59,604 |
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60,073 |
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52,444 |
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| Operating profit |
2 |
9,758 |
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10,755 |
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8,702 |
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| which includes: |
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| Gain on disposal of ekaterra |
21 |
– |
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2,303 |
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– |
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| Gain on disposal of Suave |
21 |
497 |
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– |
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– |
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| Net finance costs |
5 |
(486) |
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(493) |
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(354) |
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| Pensions and similar obligations |
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110 |
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44 |
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(10) |
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| Finance income |
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442 |
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281 |
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147 |
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| Finance costs |
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(1,038) |
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(818) |
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(491) |
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| Net monetary gain/(loss) arising from hyperinflationary economies |
1 |
(142) |
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(157) |
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(74) |
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| Share of net profit/(loss) of joint ventures and associates |
11 |
231 |
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208 |
|
191 |
|
| Other income/(loss) from non-current investments and associates |
|
(22) |
|
24 |
|
91 |
|
| Profit before taxation |
|
9,339 |
|
10,337 |
|
8,556 |
|
| Taxation |
6A |
(2,199) |
|
(2,068) |
|
(1,935) |
|
| Net profit |
|
7,140 |
|
8,269 |
|
6,621 |
|
| Attributable to: |
|
|
|
|
| Non-controlling interests |
|
653 |
|
627 |
|
572 |
|
| Shareholders’ equity |
|
6,487 |
|
7,642 |
|
6,049 |
|
| Earnings per share |
7 |
|
|
|
| Basic earnings per share (€) |
|
2.58 |
|
3.00 |
|
2.33 |
|
| Diluted earnings per share (€) |
|
2.56 |
|
2.99 |
|
2.32 |
|
Consolidated statement of comprehensive income
for the year ended 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
Notes |
2023 |
2022 |
2021 |
| Net profit |
|
7,140 |
|
8,269 |
|
6,621 |
|
| Other comprehensive income |
6C |
|
|
|
| Items that will not be reclassified to profit or loss, net of tax: |
|
|
|
|
| Gains/(losses) on equity instruments measured at fair value through other comprehensive income |
|
(28) |
|
36 |
|
166 |
|
| Remeasurement of defined benefit pension plans |
15B |
(510) |
|
(473) |
|
1,734 |
|
| Items that may be reclassified subsequently to profit or loss, net of tax: |
|
|
|
|
| Gains/(losses) on cash flow hedges |
|
(27) |
|
(91) |
|
279 |
|
| Currency retranslation gains/(losses) |
15B |
(1,461) |
|
614 |
|
1,177 |
|
| Total comprehensive income |
|
5,114 |
|
8,355 |
|
9,977 |
|
| Attributable to: |
|
|
|
|
| Non-controlling interests |
|
524 |
|
507 |
|
749 |
|
| Shareholders’ equity |
|
4,590 |
|
7,848 |
|
9,228 |
|
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages
177 to
226 which form an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
173 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Consolidated Financial Statements Unilever Group |
Consolidated statement of changes in equity
for the year ended 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million
|
Called
up share
capital |
Share
premium
account |
Unification
reserve |
Other
reserves |
Retained
profit |
Total |
Non-controlling
interests |
Total
equity |
| 31 December 2020 |
92 |
|
73,472 |
|
(73,364) |
|
(7,482) |
|
22,548 |
|
15,266 |
|
2,389 |
|
17,655 |
|
| Profit or loss for the period |
– |
|
– |
|
– |
|
– |
|
6,049 |
|
6,049 |
|
572 |
|
6,621 |
|
| Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
| Equity instruments gains/(losses) |
– |
|
– |
|
– |
|
147 |
|
– |
|
147 |
|
19 |
|
166 |
|
| Cash flow hedges gains/(losses) |
– |
|
– |
|
– |
|
276 |
|
– |
|
276 |
|
3 |
|
279 |
|
| Remeasurements of defined benefit pension plans |
– |
|
– |
|
– |
|
– |
|
1,728 |
|
1,728 |
|
6 |
|
1,734 |
|
| Currency retranslation gains/(losses) |
– |
|
– |
|
– |
|
1,025 |
|
3 |
|
1,028 |
|
149 |
|
1,177 |
|
| Total comprehensive income |
– |
|
– |
|
– |
|
1,448 |
|
7,780 |
|
9,228 |
|
749 |
|
9,977 |
|
| Dividends on ordinary capital |
– |
|
– |
|
– |
|
– |
|
(4,458) |
|
(4,458) |
|
– |
|
(4,458) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital reduction(a) |
– |
|
(20,626) |
|
– |
|
– |
|
20,626 |
|
– |
|
– |
|
– |
|
Repurchase of shares(b) |
– |
|
– |
|
– |
|
(3,018) |
|
– |
|
(3,018) |
|
– |
|
(3,018) |
|
Movements in treasury shares(c) |
– |
|
– |
|
– |
|
95 |
|
(143) |
|
(48) |
|
– |
|
(48) |
|
Share-based payment credit(d) |
– |
|
– |
|
– |
|
– |
|
161 |
|
161 |
|
– |
|
161 |
|
| Dividends paid to non-controlling interests |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(503) |
|
(503) |
|
|
|
|
|
|
|
|
|
|
| Hedging gain/(loss) transferred to non-financial assets |
– |
|
– |
|
– |
|
(171) |
|
– |
|
(171) |
|
(3) |
|
(174) |
|
|
|
|
|
|
|
|
|
|
Other movements in equity(e) |
– |
|
(2) |
|
– |
|
(82) |
|
231 |
|
147 |
|
7 |
|
154 |
|
| 31 December 2021 |
92 |
|
52,844 |
|
(73,364) |
|
(9,210) |
|
46,745 |
|
17,107 |
|
2,639 |
|
19,746 |
|
| Hyperinflation restatement to 1 January 2022 |
– |
|
– |
|
– |
|
– |
|
154 |
|
154 |
|
– |
|
154 |
|
| Adjusted opening balance |
92 |
|
52,844 |
|
(73,364) |
|
(9,210) |
|
46,899 |
|
17,261 |
|
2,639 |
|
19,900 |
|
| Profit or loss for the period |
– |
|
– |
|
– |
|
– |
|
7,642 |
|
7,642 |
|
627 |
|
8,269 |
|
| Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
| Equity instruments gains/(losses) |
– |
|
– |
|
– |
|
45 |
|
– |
|
45 |
|
(9) |
|
36 |
|
| Cash flow hedges gains/(losses) |
– |
|
– |
|
– |
|
(92) |
|
– |
|
(92) |
|
1 |
|
(91) |
|
| Remeasurements of defined benefit pension plans |
– |
|
– |
|
– |
|
– |
|
(474) |
|
(474) |
|
1 |
|
(473) |
|
Currency retranslation gains/(losses)(f) |
– |
|
– |
|
– |
|
240 |
|
487 |
|
727 |
|
(113) |
|
614 |
|
| Total comprehensive income |
– |
|
– |
|
– |
|
193 |
|
7,655 |
|
7,848 |
|
507 |
|
8,355 |
|
| Dividends on ordinary capital |
– |
|
– |
|
– |
|
– |
|
(4,356) |
|
(4,356) |
|
– |
|
(4,356) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of shares(b) |
– |
|
– |
|
– |
|
(1,509) |
|
– |
|
(1,509) |
|
– |
|
(1,509) |
|
Movements in treasury shares(c) |
– |
|
– |
|
– |
|
106 |
|
(137) |
|
(31) |
|
– |
|
(31) |
|
Share-based payment credit(d) |
– |
|
– |
|
– |
|
– |
|
177 |
|
177 |
|
– |
|
177 |
|
| Dividends paid to non-controlling interests |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(572) |
|
(572) |
|
| Hedging gain/(loss) transferred to non-financial assets |
– |
|
– |
|
– |
|
(126) |
|
– |
|
(126) |
|
(1) |
|
(127) |
|
Other movements in equity(g) |
– |
|
– |
|
– |
|
(258) |
|
15 |
|
(243) |
|
107 |
|
(136) |
|
| 31 December 2022 |
92 |
|
52,844 |
|
(73,364) |
|
(10,804) |
|
50,253 |
|
19,021 |
|
2,680 |
|
21,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit or loss for the period |
– |
|
– |
|
– |
|
– |
|
6,487 |
|
6,487 |
|
653 |
|
7,140 |
|
| Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
| Equity instruments gains/(losses) |
– |
|
– |
|
– |
|
(27) |
|
– |
|
(27) |
|
(1) |
|
(28) |
|
| Cash flow hedges gains/(losses) |
– |
|
– |
|
– |
|
(27) |
|
– |
|
(27) |
|
– |
|
(27) |
|
| Remeasurements of defined benefit pension plans |
– |
|
– |
|
– |
|
– |
|
(508) |
|
(508) |
|
(2) |
|
(510) |
|
Currency retranslation gains/(losses)(h) |
– |
|
– |
|
– |
|
(1,629) |
|
294 |
|
(1,335) |
|
(126) |
|
(1,461) |
|
| Total comprehensive income |
– |
|
– |
|
– |
|
(1,683) |
|
6,273 |
|
4,590 |
|
524 |
|
5,114 |
|
| Dividends on ordinary capital |
– |
|
– |
|
– |
|
– |
|
(4,327) |
|
(4,327) |
|
– |
|
(4,327) |
|
Cancellation of treasury shares(i) |
(4) |
|
– |
|
– |
|
5,282 |
|
(5,278) |
|
– |
|
– |
|
– |
|
Repurchase of shares(b) |
– |
|
– |
|
– |
|
(1,507) |
|
– |
|
(1,507) |
|
– |
|
(1,507) |
|
Movements in treasury shares(c) |
– |
|
– |
|
– |
|
75 |
|
(98) |
|
(23) |
|
– |
|
(23) |
|
Share-based payment credit(d) |
– |
|
– |
|
– |
|
– |
|
212 |
|
212 |
|
– |
|
212 |
|
| Dividends paid to non-controlling interests |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(521) |
|
(521) |
|
|
|
|
|
|
|
|
|
|
| Hedging gain/(loss) transferred to non-financial assets |
– |
|
– |
|
– |
|
117 |
|
– |
|
117 |
|
– |
|
117 |
|
| Other movements in equity |
– |
|
– |
|
– |
|
2 |
|
17 |
|
19 |
|
(21) |
|
(2) |
|
| 31 December 2023 |
88 |
|
52,844 |
|
(73,364) |
|
(8,518) |
|
47,052 |
|
18,102 |
|
2,662 |
|
20,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Share premium has been adjusted to reflect the legal share capital of the PLC company, which reduced by £18,400 million following court approval on 15 June 2021.
(b)Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 29 April 2021 and 10 February 2022.
(c)Includes purchases and sales of treasury shares, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences between exercise and grant price of share options.
(d)The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to employees.
(e)Includes a hyperinflation adjustment of €280 million and €82 million related to the Welly acquisition.
(f)Includes a hyperinflation adjustment of €514 million in relation to Argentina and Turkey.
(g)Includes the following items related to the acquisition of Nutrafol: €(269) million non-controlling interest purchase option in other reserves and €99 million non-controlling interest recognised on acquisition.
(h)Includes a hyperinflation adjustment of €308 million in relation to Argentina and Turkey.
(i)During 2023, 112,746,434 PLC ordinary shares held as treasury shares were cancelled. The amount paid to repurchase these shares was initially recognised in other reserves and is transferred to retained profit on cancellation.
|
|
|
|
|
|
174 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Consolidated Financial Statements Unilever Group |
Consolidated balance sheet
for the year ended 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
Notes |
2023 |
2022 |
Assets |
|
|
|
| Non-current assets |
|
|
|
| Goodwill |
9 |
21,109 |
|
21,609 |
|
| Intangible assets |
9 |
18,357 |
|
18,880 |
|
| Property, plant and equipment |
10 |
10,707 |
|
10,770 |
|
| Pension asset for funded schemes in surplus |
4B |
3,781 |
|
4,260 |
|
| Deferred tax assets |
6B |
1,113 |
|
1,049 |
|
| Financial assets |
17A |
1,386 |
|
1,154 |
|
| Other non-current assets |
11 |
911 |
|
942 |
|
|
|
57,364 |
|
58,664 |
|
| Current assets |
|
|
|
| Inventories |
12 |
5,119 |
|
5,931 |
|
| Trade and other current receivables |
13 |
5,775 |
|
7,056 |
|
| Current tax assets |
|
427 |
|
381 |
|
| Cash and cash equivalents |
17A |
4,159 |
|
4,326 |
|
| Other financial assets |
17A |
1,731 |
|
1,435 |
|
| Assets held for sale |
22 |
691 |
|
28 |
|
|
|
17,902 |
|
19,157 |
|
| Total assets |
|
75,266 |
|
77,821 |
|
| Liabilities |
|
|
|
| Current liabilities |
|
|
|
| Financial liabilities |
15C |
5,087 |
|
5,775 |
|
| Trade payables and other current liabilities |
14 |
16,857 |
|
18,023 |
|
| Current tax liabilities |
|
851 |
|
877 |
|
| Provisions |
19 |
537 |
|
748 |
|
| Liabilities held for sale |
22 |
175 |
|
4 |
|
|
|
23,507 |
|
25,427 |
|
| Non-current liabilities |
|
|
|
| Financial liabilities |
15C |
24,535 |
|
23,713 |
|
| Non-current tax liabilities |
|
384 |
|
94 |
|
| Pensions and post-retirement healthcare liabilities: |
|
|
|
| Funded schemes in deficit |
4B |
351 |
|
613 |
|
| Unfunded schemes |
4B |
1,029 |
|
1,078 |
|
| Provisions |
19 |
563 |
|
550 |
|
| Deferred tax liabilities |
6B |
3,995 |
|
4,375 |
|
| Other non-current liabilities |
14 |
138 |
|
270 |
|
|
|
30,995 |
|
30,693 |
|
| Total liabilities |
|
54,502 |
|
56,120 |
|
|
|
|
|
| Equity |
|
|
|
| Shareholders’ equity |
|
18,102 |
|
19,021 |
|
| Non-controlling interests |
|
2,662 |
|
2,680 |
|
| Total equity |
|
20,764 |
|
21,701 |
|
| Total liabilities and equity |
|
75,266 |
|
77,821 |
|
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated balance sheet and consolidated cash flow statement relate to notes on pages
177 to
226, which form an integral part of the consolidated financial statements.
These financial statements have been approved by the Directors and signed on their behalf by Fernando Fernandez.
F Fernandez on behalf of The Board of Directors
7 March 2024
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
175 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Consolidated Financial Statements Unilever Group |
Consolidated cash flow statement
for the year ended 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
Notes |
2023 |
2022 |
2021 |
| Net profit |
|
7,140 |
|
8,269 |
|
6,621 |
|
| Taxation |
|
2,199 |
|
2,068 |
|
1,935 |
|
| Share of net profit of joint ventures/associates and other income/(loss) from non-current investments |
|
(209) |
|
(232) |
|
(282) |
|
| Net monetary (gain)/loss arising from hyperinflationary economies |
|
142 |
|
157 |
|
74 |
|
| Net finance costs |
5 |
486 |
|
493 |
|
354 |
|
| Operating profit |
|
9,758 |
|
10,755 |
|
8,702 |
|
| Depreciation, amortisation and impairment |
|
1,579 |
|
1,946 |
|
1,763 |
|
| Changes in working capital: |
|
814 |
|
(422) |
|
(47) |
|
| Inventories |
|
340 |
|
(1,398) |
|
(458) |
|
| Trade and other receivables |
|
768 |
|
(1,852) |
|
(307) |
|
| Trade payables and other liabilities |
|
(294) |
|
2,828 |
|
718 |
|
| Pensions and similar obligations less payments |
|
(281) |
|
(119) |
|
(183) |
|
| Provisions less payments |
|
(185) |
|
203 |
|
(61) |
|
| Elimination of (profits)/losses on disposals |
|
(433) |
|
(2,335) |
|
23 |
|
| Non-cash charge for share-based compensation |
|
212 |
|
177 |
|
161 |
|
| Other adjustments |
|
97 |
|
(116) |
|
(53) |
|
| Cash flow from operating activities |
|
11,561 |
|
10,089 |
|
10,305 |
|
| Income tax paid |
|
(2,135) |
|
(2,807) |
|
(2,333) |
|
| Net cash flow from operating activities |
|
9,426 |
|
7,282 |
|
7,972 |
|
| Interest received |
|
267 |
|
287 |
|
148 |
|
| Purchase of intangible assets |
|
(243) |
|
(253) |
|
(232) |
|
| Purchase of property, plant and equipment |
|
(1,502) |
|
(1,456) |
|
(1,108) |
|
| Disposal of property, plant and equipment |
|
42 |
|
82 |
|
101 |
|
| Acquisition of businesses and investments in joint ventures and associates |
|
(704) |
|
(979) |
|
(2,131) |
|
| Disposal of businesses, joint ventures and associates |
|
436 |
|
4,622 |
|
43 |
|
| Acquisition of other non-current investments |
|
(533) |
|
(170) |
|
(142) |
|
| Disposal of other non-current investments |
|
62 |
|
266 |
|
137 |
|
| Dividends from joint ventures, associates and other non-current investments |
|
239 |
|
185 |
|
185 |
|
| (Purchase)/sale of financial assets |
|
(358) |
|
(131) |
|
(247) |
|
| Net cash flow (used in)/from investing activities |
|
(2,294) |
|
2,453 |
|
(3,246) |
|
| Dividends paid on ordinary share capital |
|
(4,363) |
|
(4,329) |
|
(4,483) |
|
| Interest paid |
|
(899) |
|
(744) |
|
(488) |
|
| Net change in short-term borrowings |
|
(570) |
|
(545) |
|
656 |
|
| Additional financial liabilities |
|
4,972 |
|
7,776 |
|
4,748 |
|
| Repayment of financial liabilities |
|
(3,905) |
|
(8,440) |
|
(3,550) |
|
| Capital element of lease rental payments |
|
(394) |
|
(518) |
|
(464) |
|
| Repurchase of shares |
24 |
(1,507) |
|
(1,509) |
|
(3,018) |
|
|
|
|
|
|
Other financing activities(a) |
|
(527) |
|
(581) |
|
(500) |
|
| Net cash flow (used in)/from financing activities |
|
(7,193) |
|
(8,890) |
|
(7,099) |
|
| Net increase/(decrease) in cash and cash equivalents |
|
(61) |
|
845 |
|
(2,373) |
|
| Cash and cash equivalents at the beginning of the year |
|
4,225 |
|
3,387 |
|
5,475 |
|
| Effect of foreign exchange rate changes |
|
(119) |
|
(7) |
|
285 |
|
| Cash and cash equivalents at the end of the year |
17A |
4,045 |
|
4,225 |
|
3,387 |
|
(a)Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interests.
The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar obligations) are not included in the Group cash flow statement.
|
|
|
|
|
|
176 |
Unilever Annual Report on Form 20-F 2023 |
|
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|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
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|
|
|
|
|
|
| Notes to the Consolidated Financial Statements Unilever Group |
1. Accounting information and policies
Basis of consolidation
Group companies included in the consolidated financial statements for 2023 are PLC and all subsidiary undertakings, which are those entities controlled by PLC. Control exists when the Group has the power to direct the activities of an entity so as to affect the return on investment.
The net assets and results of acquired businesses are included in the consolidated financial statements from their respective dates of acquisition, being the date on which the Group obtains control.
The results of disposed businesses are included in the consolidated financial statements up to their date of disposal, being the date control ceases.
Intra-group transactions and balances are eliminated.
Company legislation and accounting standards
The consolidated financial statements have been prepared in accordance with international financial reporting standards (IFRS) as issued by the International Accounting Standards Board (IASB), and UK-adopted international accounting standards.
These financial statements are prepared under the historical cost convention unless otherwise indicated.
Going concern
These financial statements have been prepared on a going concern basis. The Group has considerable financial resources together with established business relationships with many customers and suppliers in countries throughout the world. The Directors also consider the Group's overall financial position, exposure to principal risks and future business forecasts. We describe in notes 15 to 18 on pages
203 to
218 the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposures to credit and liquidity risk. As a consequence, the Group is well placed to manage its business risks successfully for at least twelve months from the date of approval of the financial statements.
Accounting policies
The accounting policies adopted are the same as those which were applied for the previous financial year except as set out below under the heading ‘Recent accounting developments’.
Accounting policies are included in the relevant notes to the consolidated financial statements. These are presented as text highlighted in grey on pages
177 to
226. The accounting policies below are applied throughout the financial statements.
Foreign currencies
The consolidated financial statements are presented in euros. As at 31 December 2023, the functional currency of PLC was the pound sterling. Items included in the financial statements of individual group companies are recorded in their respective functional currency which is the currency of the primary economic environment in which each entity operates.
Foreign currency transactions in individual group companies are translated into functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions, and from translation of monetary assets and liabilities at year-end exchange rates, are recognised in the income statement except when deferred in equity as qualifying hedges.
In preparing the consolidated financial statements, the balances in individual group companies are translated from their functional currency into euros. Apart from the financial statements of group companies in hyperinflationary economies (see below), the income statement, the cash flow statement and all other movements in assets and liabilities are translated at average rates of exchange as a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated at year-end exchange rates.
The financial statements of group companies whose functional currency is the currency of a hyperinflationary economy are adjusted for inflation and then translated into euros using the balance sheet exchange rate. Amounts shown for prior years for comparative purposes are not modified. To determine the existence of hyperinflation, the Group assesses the qualitative and quantitative characteristics of the economic environment of the country, such as the cumulative inflation rate over the previous three years.
As at 31 December 2023, the ordinary share capital of PLC was translated to euro using the historical rate at the date the shares were issued (see note 15B on page
204).
The effect of exchange rate changes during the year on net assets of foreign operations is recorded in equity. For this purpose, net assets include loans between group companies and any related foreign exchange contracts where settlement is neither planned nor likely to occur in the foreseeable future.
The Group applies hedge accounting to certain exchange differences arising between the functional currencies of a foreign operation and the functional currency of the parent entity, regardless of whether the net investment is held directly or through an intermediate parent. Differences arising on retranslation of a financial liability designated as a foreign currency net investment hedge are recorded in equity to the extent that the hedge is effective. These differences are reported within profit or loss to the extent that the hedge is ineffective.
Cumulative exchange differences arising since the date of transition to IFRS of 1 January 2004 are reported as a separate component of other reserves. In the event of disposal or part disposal of an interest in a group company either through sale or as a result of a repayment of capital, the cumulative exchange difference is recognised in the income statement as part of the profit or loss on disposal of group companies.
Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from 1 July 2018 and the Turkish economy was designated as hyperinflationary from 1 July 2022. As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ has been applied to all Unilever entities whose functional currency is the Argentinian peso or the Turkish lira. The application of IAS 29 includes:
■adjustment of historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date;
■adjustment of the income statement for inflation during the reporting period;
■translation of income statement at the period-end foreign exchange rate instead of an average rate; and
■adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency.
The main effects on the Group consolidated financial statements for 2023 are:
|
|
|
|
|
|
|
|
|
|
|
|
| € million |
Argentina |
Turkey |
Total |
| Total assets increase/(reduction) |
(205) |
|
8 |
|
(197) |
|
| Turnover increase/(reduction) |
(440) |
|
12 |
|
(428) |
|
| Operating profit increase/(reduction) |
(112) |
|
(12) |
|
(124) |
|
| Net monetary gain/(loss) |
(203) |
|
61 |
|
(142) |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
177 |
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|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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|
|
Notes to the Consolidated Financial Statements Unilever Group |
Climate change
In preparing these consolidated financial statements we have considered the impact of both physical and transition climate change risks as well as our plans to mitigate against those risks on the current valuation of our assets and liabilities. Where possible we have performed quantitative assessments of these risks and opportunities based on various scenarios for the years 2030, 2039 and 2050. These potential financial impacts are based on high-level quantitative assessments and do not include any assumptions on the impact of actions that we would undertake to mitigate against these climate-related risks. Therefore, these quantifications do not represent any type of financial forecast and thus are not directly incorporated into any projections of long-term cash flows.
To determine if there is a material impact on the financial reporting judgements and estimates as of the reporting period, we have reviewed each balance sheet line item and identified those line items that have the potential to be significantly impacted by climate-related risks and our plans to mitigate against these risks. Those line items that have the potential to be significantly impacted have then been reviewed in detail to confirm:
■that the growth rates and projected cash flows, used in assessing whether our goodwill and indefinite-life intangibles are impaired, are consistent with our climate-related risk assumptions and the actions we are taking to mitigate against those risks and
■that the useful lives of our property, plant and equipment are appropriate given the potential physical and obsolescence risks associated with climate change and the actions we are taking to mitigate against those risks.
In addition it should be noted that climate-related risks could affect the financial position of our defined benefit pension plan assets. The Trustees operate diversified investment strategies and are continuously assessing investment risks. The Trustees consider climate risk as one of the key investment risks and are continually evolving their investments to lower the overall climate risk.
Based on these reviews, we do not believe that there is a material impact on the financial reporting judgements and estimates arising from our considerations and as a result the valuations of our assets or liabilities have not been significantly impacted by these risks as at 31 December 2023. We have not identified any significant impact from climate-related risks on the Group’s going concern assessment nor the viability of the Group over the next three years.
For many years Unilever has placed sustainability at the centre of its strategy and has been working on becoming a more sustainable business. This has included implementing hundreds of actions to help mitigate and adapt against climate-related risks. The costs and benefits of such actions are embedded into the cost structures of the business and are not separately identifiable. None of these actions have significantly impacted the value of the Group's assets or their useful lives and whilst there is still much to do, our aim is to continue to reduce our exposure to climate-related risks without impacting the value of the Group’s assets. However we recognise that the climate emergency is deepening and government policies are likely to evolve as a result of commitments to limit global warning to 1.5°C and thus we will continue to carefully monitor potential implications on the valuations of our assets and liabilities that could arise in future years.
Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and judgements in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future period affected.
The following estimates are those that management believe have the most significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
■Measurement of defined benefit obligations – the valuations of the Group’s defined benefit pension plan obligations are dependent on a number of assumptions. These include discount rates, inflation, and life expectancy of scheme members. Details of these assumptions and sensitivities are in note 4B.
■Impairment risk in Russia – in 2023 the Russian business contributed approximately 1% of the Group's turnover and net profit, and as at 31 December 2023 had approximately €600 million of net assets. While the potential impacts of the war remain uncertain, there is a risk that the operations in Russia are unable to continue, leading to a loss of turnover, profit and a write-down of assets.
The following judgements are those that management believe have the most significant effect on the amounts recognised in the Group’s financial statements:
■Utilisation of tax losses and recognition of other deferred tax assets
– the Group operates in many countries and is subject to taxes in numerous jurisdictions. Management uses judgement to assess the recoverability of tax assets such as whether there will be sufficient future taxable profits to utilise losses – see note 6B.
■Likelihood of occurrence of provisions and contingent liabilities – events can occur where there is uncertainty over future obligations. Judgement is required to determine if an outflow of economic resources is probable, or possible but not probable. Where it is probable, a liability is recognised and further judgement is used to determine the level of the provision. Where it is possible but not probable, further judgement is used to determine if the likelihood is remote, in which case no disclosures are provided; if the likelihood is not remote then judgement is used to determine the contingent liability disclosed. Unilever does not have provisions and contingent liabilities for the same matters. External advice is obtained for any material cases. See notes 6A, 19 and 20.
■Recognition of pension surplus – where there is an accounting surplus on a defined benefit plan, management uses judgement to determine whether the Group can realise the surplus through refunds, reductions in future contributions or a combination of both.
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|
178 |
Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
Accounting developments adopted by the Group
Recent accounting developments adopted by the Group
The Group applied for the first-time amendments to the following standards from 1 January 2023.
|
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|
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|
|
| Applicable standard |
Key requirements |
Impact on Group |
| IFRS 17 ‘Insurance Contracts’ |
The standard introduces a new model for accounting for insurance contracts. |
We have reviewed existing arrangements and concluded that IFRS 17 has no impact to the consolidated Group financial statements. |
| IAS 12 ‘Income Taxes’ |
As of 23 May 2023, amendments to IAS 12 came into effect relating to International Tax Reform – Pillar Two Model Rules, whereby an entity shall disclose qualitative and quantitative information about its exposure to Pillar Two income taxes at the end of the reporting period. The amendments also provide a temporary mandatory exemption from deferred tax accounting for the top-up tax, which is effective immediately. |
As of 31 December 2023, we have applied the exemption to not recognise any deferred tax relating to top-up tax arising from the Pillar Two legislation.
We have disclosed the Group's potential exposure to Pillar Two legislation in note 6. |
All other standards or amendments to standards that have been issued by the IASB and were effective by 1 January 2023 were not applicable or material to Unilever.
New standards, amendments and interpretations of existing standards that are not yet effective and have not been early adopted by the Group
The following standards have been released but are not yet adopted by the Group. Based on initial review the Group does not currently believe adoption of the following standards/amendments will have a material impact on the consolidation results or financial position of the Group.
|
|
|
|
|
|
| Applicable standard |
Key requirements or changes in accounting policy |
Amendments to IAS 7 and IFRS 7 – 'Supplier Finance Arrangements'
Effective from the year ended 31 December 2024. |
The amendments introduce additional disclosure requirements for companies that enter into supplier finance arrangements. The amendments require qualitative and quantitative information to be disclosed about those arrangements. |
Amendments to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’
Effective from the year ended 31 December 2025 |
In August 2023, the International Accounting Standards Board (IASB) amended IAS 21 to clarify whether a currency is exchangeable, and how to determine a spot rate if it is not.
|
All other new standards or amendments that are not yet effective that have been issued by the IASB are not applicable or material to Unilever.
|
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|
|
|
Unilever Annual Report on Form 20-F 2023 |
179 |
|
|
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|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
2. Segment information
|
|
|
|
|
|
|
Segmental reporting
The Group's operating and reportable segments are the five Business Groups of Beauty & Wellbeing, Personal Care, Home Care, Nutrition and Ice Cream. Prior to 2022, segmental reporting was done on the basis of three Divisions: Beauty & Personal Care, Home Care and Foods & Refreshment. The comparative information has been reclassified to reflect the new reporting segments.
|
| Beauty & Wellbeing |
■primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers) and includes Prestige Beauty and Health & Wellbeing. |
| Personal Care |
■primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush, mouthwash) products. |
| Home Care |
■primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of cleaning products. |
| Nutrition |
■primarily sales of scratch cooking aids (soups, bouillons, seasonings), dressings (mayonnaise, ketchup) and tea products. |
| Ice Cream |
■primarily ice cream products. |
|
Revenue
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from the sales value on the invoice or off-invoice and settled later through credit notes when the precise amounts are known. Rebates are generally off-invoice. Amounts provided for discounts at the end of a period require estimation; historical data and accumulated experience is used to estimate the provision using the most likely amount method and in most instances, the discount can be estimated using known facts with a high level of accuracy. Any differences between actual amounts settled and the amounts provided are not material and recognised in the subsequent reporting period.
Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has transferred to our customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory.
Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2023, an estimate has been made of goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory that is estimated to return to Unilever using a best estimate based on accumulated experience.
Some of our customers are distributors who may be able to return unsold goods in consignment arrangements.
Underlying operating profit
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit. Underlying operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about allocating resources and assessing performance of segments. Items are classified as non-underlying due to their nature and/or frequency of occurrence.
|
Our segments are comprised of similar product categories. 8 categories (2022: 8; 2021: 10) individually accounted for 5% or more of our revenue in one or more of the last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
Segment |
2023 |
2022 |
2021 |
| Fabric |
Home Care |
15 |
% |
15 |
% |
14 |
% |
| Ice Cream |
Ice Cream |
13 |
% |
13 |
% |
13 |
% |
| Hair Care |
Beauty & Wellbeing |
10 |
% |
11 |
% |
11 |
% |
| Scratch Cooking Aids |
Nutrition |
10 |
% |
10 |
% |
10 |
% |
| Skin Cleansing |
Personal Care |
10 |
% |
10 |
% |
11 |
% |
| Deodorant |
Personal Care |
9 |
% |
8 |
% |
7 |
% |
| Skin Care |
Beauty & Wellbeing |
7 |
% |
7 |
% |
7 |
% |
| Dressings |
Nutrition |
7 |
% |
6 |
% |
6 |
% |
| Home & Hygiene |
Home Care |
4 |
% |
4 |
% |
5 |
% |
| Tea* |
Nutrition |
2 |
% |
3 |
% |
5 |
% |
| Other |
|
13 |
% |
13 |
% |
11 |
% |
* 2023 includes retained tea business. 2021 and 2022 includes ekaterra tea business as well as retained business.
|
|
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|
|
|
180 |
Unilever Annual Report on Form 20-F 2023 |
|
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|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
2. Segment information continued
The Group operating segment information is provided based on five product areas: Beauty & Wellbeing, Personal Care, Home Care, Nutrition and Ice Cream.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
|
Notes |
Beauty & Wellbeing |
Personal Care |
Home Care |
Nutrition |
Ice Cream |
Total |
| 2023 |
|
|
|
|
|
|
|
| Turnover |
|
12,466 |
|
13,829 |
|
12,181 |
|
13,204 |
|
7,924 |
|
59,604 |
|
| Operating profit |
3 |
2,209 |
|
2,957 |
|
1,419 |
|
2,413 |
|
760 |
|
9,758 |
|
Non-underlying items(a) |
|
122 |
|
(165) |
|
77 |
|
47 |
|
92 |
|
173 |
|
| Underlying operating profit |
|
2,331 |
|
2,792 |
|
1,496 |
|
2,460 |
|
852 |
|
9,931 |
|
| Share of net profit/(loss) of joint ventures and associates |
|
1 |
|
3 |
|
3 |
|
221 |
|
3 |
|
231 |
|
| Significant non-cash charges: |
|
|
|
|
|
|
|
| Within underlying operating profit: |
|
|
|
|
|
|
|
| Depreciation and amortisation |
|
257 |
|
328 |
|
279 |
|
283 |
|
431 |
|
1,578 |
|
Share-based compensation and other non-cash charges(b) |
|
73 |
|
87 |
|
64 |
|
89 |
|
47 |
|
360 |
|
| Within non-underlying items: |
|
|
|
|
|
|
|
Impairment and other non-cash charges(c) |
|
(6) |
|
4 |
|
(40) |
|
(18) |
|
(1) |
|
(61) |
|
| 2022 |
|
|
|
|
|
|
|
| Turnover |
|
12,250 |
|
13,636 |
|
12,401 |
|
13,898 |
|
7,888 |
|
60,073 |
|
| Operating profit |
3 |
2,154 |
|
2,264 |
|
1,064 |
|
4,497 |
|
776 |
|
10,755 |
|
Non-underlying items(a) |
|
138 |
|
415 |
|
280 |
|
(2,048) |
|
143 |
|
(1,072) |
|
| Underlying operating profit |
|
2,292 |
|
2,679 |
|
1,344 |
|
2,449 |
|
919 |
|
9,683 |
|
| Share of net profit/(loss) of joint ventures and associates |
|
1 |
|
3 |
|
4 |
|
196 |
|
4 |
|
208 |
|
| Significant non-cash charges: |
|
|
|
|
|
|
|
| Within underlying operating profit: |
|
|
|
|
|
|
|
| Depreciation and amortisation |
|
282 |
|
350 |
|
327 |
|
349 |
|
417 |
|
1,725 |
|
Share-based compensation and other non-cash charges(b) |
|
43 |
|
55 |
|
36 |
|
51 |
|
33 |
|
218 |
|
| Within non-underlying items: |
|
|
|
|
|
|
|
Impairment and other non-cash charges(c) |
|
49 |
|
259 |
|
152 |
|
87 |
|
60 |
|
607 |
|
| 2021 |
|
|
|
|
|
|
|
| Turnover |
|
10,138 |
|
11,763 |
|
10,572 |
|
13,104 |
|
6,867 |
|
52,444 |
|
| Operating profit |
3 |
2,135 |
|
2,336 |
|
1,294 |
|
2,104 |
|
833 |
|
8,702 |
|
Non-underlying items(a) |
|
102 |
|
169 |
|
123 |
|
421 |
|
119 |
|
934 |
|
| Underlying operating profit |
|
2,237 |
|
2,505 |
|
1,417 |
|
2,525 |
|
952 |
|
9,636 |
|
| Share of net profit/(loss) of joint ventures and associates |
|
4 |
|
6 |
|
7 |
|
170 |
|
4 |
|
191 |
|
| Significant non-cash charges: |
|
|
|
|
|
|
|
| Within underlying operating profit: |
|
|
|
|
|
|
|
| Depreciation and amortisation |
|
256 |
|
368 |
|
304 |
|
413 |
|
405 |
|
1,746 |
|
Share-based compensation and other non-cash charges(b) |
|
46 |
|
56 |
|
44 |
|
69 |
|
34 |
|
249 |
|
| Within non-underlying items: |
|
|
|
|
|
|
|
Impairment and other non-cash charges(c) |
|
1 |
|
12 |
|
12 |
|
17 |
|
16 |
|
58 |
|
(a)Non-underlying items include gain on disposal of group companies, impairment, restructuring costs, acquisition and disposal related costs and other one-off items classified separately due to their nature and/or frequency of occurrence. Refer to note 3.
(b)Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from
non-underlying activities.
(c)Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
181 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
2. Segment information continued
The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is the Unilever Leadership Executive (ULE).
Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country) and for all other countries are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
|
United
Kingdom |
United
States |
India |
Others |
Total |
| 2023 |
|
|
|
|
|
| Turnover |
2,523 |
|
12,250 |
|
6,691 |
|
38,140 |
|
59,604 |
|
Non-current assets(a) |
3,567 |
|
18,205 |
|
6,436 |
|
22,876 |
|
51,084 |
|
| 2022 |
|
|
|
|
|
| Turnover |
2,498 |
|
12,122 |
|
6,872 |
|
38,581 |
|
60,073 |
|
Non-current assets(a) |
3,621 |
|
18,109 |
|
6,500 |
|
23,971 |
|
52,201 |
|
| 2021 |
|
|
|
|
|
| Turnover |
2,443 |
|
9,864 |
|
5,618 |
|
34,519 |
|
52,444 |
|
Non-current assets(a) |
3,858 |
|
16,692 |
|
6,755 |
|
22,607 |
|
49,912 |
|
(a)For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the consolidated balance sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the countries where they were acquired.
No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.
Additional information by geographies
Although the Group’s operations are managed by product area, we provide additional information based on geographies.
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Asia Pacific Africa |
26,234 |
|
27,504 |
|
24,264 |
|
The Americas(a) |
21,531 |
|
20,905 |
|
16,844 |
|
| Europe |
11,839 |
|
11,664 |
|
11,336 |
|
| Total |
59,604 |
|
60,073 |
|
52,444 |
|
(a)Americas sales in North America were €13,130 million (2022: €13,000 million; 2021: €10,627 million) and in Latin America were €8,401 million (2022: €7,905 million; 2021: €6,217 million).
The Group's turnover classified by markets is:
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Emerging markets |
34,714 |
|
35,324 |
|
30,407 |
|
| Developed markets |
24,890 |
|
24,749 |
|
22,037 |
|
Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on at arm’s length basis.
|
|
|
|
|
|
182 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
3. Operating costs
|
|
|
|
Operating costs
Operating costs include cost of sales, brand and marketing investment, overheads and other items including gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other items within operating profit recognised separately due to their nature and/or frequency.
(i) Cost of sales
Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging materials and related production costs. Distribution costs are charged to the income statement as incurred.
(ii) Brand and marketing investment
Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media, advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.
(iii) Overheads
Overheads include staff costs associated with sales activities and central functions such as finance, human resources, and research and development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement as incurred.
(iv) Restructuring costs
Restructuring costs are charges associated with transformational activities planned by management that significantly change either the scope of the business or the way it is conducted.
(v) Others
Others relates to those one-off costs that are classified separately due to their nature and/or frequency of occurrence.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Turnover |
59,604 |
|
60,073 |
|
52,444 |
|
| Cost of sales |
(34,429) |
|
(35,906) |
|
(30,259) |
|
| of which: |
|
|
|
| Distribution costs |
(3,549) |
|
(3,787) |
|
(3,313) |
|
| Production costs |
(3,969) |
|
(3,995) |
|
(3,678) |
|
| Raw and packaging materials and goods purchased for resale |
(25,084) |
|
(26,360) |
|
(21,799) |
|
| Other |
(1,827) |
|
(1,764) |
|
(1,469) |
|
| Gross profit |
25,175 |
|
24,167 |
|
22,185 |
|
| Selling and administrative expenses |
(15,244) |
|
(14,484) |
|
(12,549) |
|
| of which: |
|
|
|
| Brand and marketing investment |
(8,546) |
|
(7,821) |
|
(6,873) |
|
| Overheads |
(6,698) |
|
(6,663) |
|
(5,676) |
|
of which: Research and development(a) |
(949) |
|
(908) |
|
(847) |
|
|
|
|
|
|
|
|
|
Gain on disposal of group companies(b) |
489 |
|
2,335 |
|
36 |
|
Acquisition and disposal-related costs(c) |
(242) |
|
(50) |
|
(332) |
|
Restructuring costs(d) |
(499) |
|
(777) |
|
(632) |
|
Impairments(e) |
(1) |
|
(221) |
|
(17) |
|
Other(f) |
80 |
|
(215) |
|
11 |
|
| Operating profit |
9,758 |
|
10,755 |
|
8,702 |
|
(a)From 2022, research and development costs include patent costs. 2023 include patent costs of €29 million (2022: €28 million). 2021 has not been restated. Patent cost in 2021 were €27 million.
(b)2023 includes a gain of €497 million related to the disposal of Suave business in North America. 2022 includes a gain of €2,303 million related to the disposal of the global tea business.
(c)2023 includes a charge of €104 million for the revaluation of the minority interest liability of Nutrafol, €43 million relating to the disposal of Elida Beauty and €10 million (2022: €42 million) relating to the disposal of the global tea business.
(d)Restructuring costs are comprised of strategic organisational change programmes (including Compass), and transformational technology and supply chain projects.
(e)2022 includes an impairment charge of €192 million relating to Dollar Shave Club.
(f)2023 includes €28 million net release after utilisation to the provision (2022: €89 million charge) relating to a product recall and market withdrawal by The Laundress, €107 million release (2022: €82 million charge) relating to legal provisions for ongoing competition investigations and €54 million charge (2022: €42 million charge) relating to our businesses in Russia and Ukraine.
Exchange losses within operating costs in 2023 are €(249) million (2022: €(225) million; 2021: nil).
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
183 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4. Employees
4A. Staff and management costs
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Staff costs |
2023 |
2022 |
2021 |
| Wages and salaries |
(5,722) |
|
(5,857) |
|
(5,062) |
|
| Social security costs |
(591) |
|
(587) |
|
(529) |
|
| Other pension costs |
(348) |
|
(396) |
|
(401) |
|
| Share-based compensation costs |
(212) |
|
(177) |
|
(161) |
|
|
(6,873) |
|
(7,017) |
|
(6,153) |
|
|
|
|
|
|
|
|
|
|
‘000 |
‘000 |
‘000 |
Average number of employees during the year (a) |
2023 |
2022 |
2021 |
| Asia Pacific Africa |
64 |
|
73 |
|
84 |
|
| The Americas |
38 |
|
38 |
|
37 |
|
| Europe |
26 |
|
27 |
|
28 |
|
|
128 |
|
138 |
|
149 |
|
(a)Reduction in average number of employees is primarily driven by disposal of ekaterra in 2022. |
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Key management compensation |
2023 |
2022 |
2021 |
| Salaries and short-term employee benefits |
(41) |
|
(41) |
|
(29) |
|
Share-based benefits(a) |
(13) |
|
(15) |
|
(10) |
|
|
(54) |
|
(56) |
|
(39) |
|
| Of which: Executive Directors |
(13) |
|
(12) |
|
(8) |
|
Other(b) |
(41) |
|
(44) |
|
(31) |
|
|
|
|
|
| Non-Executive Directors’ fees |
(2) |
|
(2) |
|
(2) |
|
|
(56) |
|
(58) |
|
(41) |
|
(a)Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is €8 million (2022: €12 million; 2021: €6 million).
(b)Other includes all members of the Unilever Leadership Executive, other than Executive Directors.
Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Compensation for ULE members are pro-rated based on time actively spent in a ULE role. In addition to the above, €11 million was recognised in 2023 relating to members of the ULE who have either left, or where it has been announced that they will leave during the year.
|
|
|
|
|
|
184 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating cost in the income statement is the cost of accruing pension benefits promised to employees over the year, administration costs (other than costs of managing plan assets), plus the costs of individual events such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the surplus or deficit. Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no active corporate bond market) adjusted for irrecoverable surpluses.
All defined benefit plans are subject to regular actuarial review using the projected unit method by external consultants. The Group policy is that the most material plans, representing approximately 82% of the defined benefit liabilities, are formally valued every year. Other material plans, accounting for a further 14% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full actuarial valuation at least every three years. Asset values for all plans are updated every year.
For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.
|
|
|
|
|
Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined benefit plans are either career average, final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and the Netherlands. In the UK, we operate a career average defined benefit plan (with a salary limit for benefit accrual) which is closed to new entrants from October 2021, and a defined contribution plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US, closed to new entrants from January 2014. These plans are predominantly unfunded.
Governance
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent) and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s stakeholders. They are tasked with periodic reviews of the solvency of the plan in accordance with local legislation and play a role in the long-term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting the company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management and governance.
Investment strategy
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits provided. To achieve this, investments are diversified, such that the failure of any single investment should not have a material impact on the overall level of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in certain countries, inflation risk. There are no unusual entity or plan-specific risks to the Group. The plans invest a reducing proportion of assets in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in property and other alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio leverage is relatively low. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house. Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans’ investments are overseen by Unilever’s internal investment company, the Univest Company.
Assumptions
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by liabilities, used to value the principal defined benefit plans (representing approximately 96% of total pension liabilities and other post-employment benefit liabilities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2023 |
|
31 December 2022 |
|
Defined benefit
pension plans |
Other post- employment
benefit plans |
|
Defined benefit
pension plans |
Other post- employment
benefit plans |
| Discount rate |
4.4 |
% |
5.9 |
% |
|
4.6 |
% |
5.9 |
% |
| Inflation |
2.8 |
% |
n/a |
|
2.8 |
% |
n/a |
| Rate of increase in salaries |
3.4 |
% |
2.9 |
% |
|
3.3 |
% |
3.0 |
% |
| Rate of increase for pensions in payment (where provided) |
2.6 |
% |
n/a |
|
2.4 |
% |
n/a |
| Rate of increase for pensions in deferment (where provided) |
2.8 |
% |
n/a |
|
2.6 |
% |
n/a |
| Long-term medical cost inflation |
n/a |
5.5 |
% |
|
n/a |
5.1 |
% |
For the most material other post-employment benefit plan in the US a higher initial level of medical cost inflation is assumed which falls from the initial rate of 7% to the long-term rate of 5% after 8 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
185 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations continued
For the UK and Netherlands pension plans, representing approximately 66% of all defined benefit pension liabilities, the assumptions used at 31 December 2023 and 2022 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
Netherlands |
|
2023 |
2022 |
|
2023 |
2022 |
| Discount rate |
4.7 |
% |
5.0 |
% |
|
3.2 |
% |
3.7 |
% |
| Inflation |
3.0 |
% |
3.1 |
% |
|
2.1 |
% |
2.2 |
% |
| Rate of increase in salaries |
3.6 |
% |
3.6 |
% |
|
2.6 |
% |
2.7 |
% |
| Rate of increase for pensions in payment (where provided) |
2.8 |
% |
2.9 |
% |
|
2.1 |
% |
2.2 |
% |
| Rate of increase for pensions in deferment (where provided) |
2.8 |
% |
2.9 |
% |
|
2.1 |
% |
2.2 |
% |
| Number of years a current pensioner is expected to live beyond age 65: |
|
|
|
|
|
| Men |
21.5 |
21.8 |
|
21.9 |
21.8 |
| Women |
23.1 |
23.6 |
|
24.1 |
24.0 |
| Number of years a future pensioner currently aged 45 is expected to live beyond age 65: |
|
|
|
|
|
| Men |
22.4 |
22.9 |
|
23.9 |
23.8 |
| Women |
24.2 |
24.8 |
|
26.1 |
26.0 |
Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic actuarial valuation of the pension plans. The years of life expectancy for 2023 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2022 actuarial valuation. Future improvements in longevity have been allowed for in line with the core CMI 2022 Mortality Projections Model with a 1% p.a. long-term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2022 table is used with correction factors (2020) to allow for the typically longer life expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The impact from changes to the assumptions of the remaining defined benefit plans are considered immaterial. Their assumptions vary due to a number of factors including the currency and long-term economic conditions of the countries where they are situated.
Income statement
The charge to the income statement comprises:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
Notes |
2023 |
2022 |
2021 |
| Charged to operating profit: |
|
|
|
|
| Defined benefit pension and other benefit plans: |
|
|
|
|
| Gross service cost |
|
(128) |
|
(186) |
|
(228) |
|
| Employee contributions |
|
11 |
|
12 |
|
13 |
|
| Special termination benefits |
|
(14) |
|
(11) |
|
(15) |
|
| Past service cost including (losses)/gains on curtailments |
|
3 |
|
– |
|
18 |
|
| Settlements |
|
2 |
|
1 |
|
1 |
|
| Defined contribution plans |
|
(222) |
|
(212) |
|
(190) |
|
| Total operating cost |
4A |
(348) |
|
(396) |
|
(401) |
|
Finance income/(cost)(a) |
5 |
110 |
|
44 |
|
(10) |
|
| Net impact on the income statement (before tax) |
|
(238) |
|
(352) |
|
(411) |
|
(a)This includes the impact of interest on asset ceiling.
Statement of comprehensive income
Amounts recognised in the statement of comprehensive income on the remeasurement of the surplus/(deficit).
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Return on plan assets excluding amounts included in net finance income/(cost) |
131 |
|
(6,483) |
|
1,958 |
|
| Change in asset ceiling excluding amounts included in finance cost |
(6) |
|
(184) |
|
(17) |
|
| Actuarial gains/(losses) arising from changes in demographic assumptions |
98 |
|
(24) |
|
(4) |
|
| Actuarial gains/(losses) arising from changes in financial assumptions |
(552) |
|
6,914 |
|
342 |
|
| Experience gains/(losses) arising on pension plan and other benefit plan liabilities |
(416) |
|
(760) |
|
126 |
|
| Total of defined benefit costs recognised in other comprehensive income |
(745) |
|
(537) |
|
2,405 |
|
|
|
|
|
|
|
186 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations continued
Balance sheet
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million 2023 |
|
€ million 2022 |
|
Pension plans |
Other post- employment
benefit plans |
|
Pension plans |
Other post- employment
benefit plans |
| Fair value of assets |
20,174 |
|
4 |
|
|
19,361 |
|
6 |
|
| Present value of liabilities |
(17,174) |
|
(348) |
|
|
(16,199) |
|
(365) |
|
| Computed surplus/(deficit) |
3,000 |
|
(344) |
|
|
3,162 |
|
(359) |
|
Irrecoverable surplus(a) |
(255) |
|
– |
|
|
(234) |
|
– |
|
| Surplus/(deficit) |
2,745 |
|
(344) |
|
|
2,928 |
|
(359) |
|
| Of which in respect of: |
|
|
|
|
|
| Funded plans in surplus: |
|
|
|
|
|
| Liabilities |
(13,739) |
|
– |
|
|
(12,030) |
|
– |
|
| Assets |
17,775 |
|
– |
|
|
16,524 |
|
– |
|
| Aggregate surplus |
4,036 |
|
– |
|
|
4,494 |
|
– |
|
Irrecoverable surplus(a) |
(255) |
|
– |
|
|
(234) |
|
– |
|
| Surplus/(deficit) |
3,781 |
|
– |
|
|
4,260 |
|
– |
|
| Funded plans in deficit: |
|
|
|
|
|
| Liabilities |
(2,715) |
|
(39) |
|
|
(3,417) |
|
(39) |
|
| Assets |
2,399 |
|
4 |
|
|
2,837 |
|
6 |
|
| Surplus/(deficit) |
(316) |
|
(35) |
|
|
(580) |
|
(33) |
|
| Unfunded plans: |
|
|
|
|
|
| Pension liability |
(720) |
|
(309) |
|
|
(752) |
|
(326) |
|
(a)A surplus is deemed recoverable to the extent that the Group is able to benefit economically from the surplus. Unilever assesses the maximum economic benefit available through a combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with each of our funded defined benefit plans.
Reconciliation of change in assets and liabilities
The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.
Movements in assets during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
€ million |
|
|
Rest of |
€ million |
|
UK |
Netherlands |
world |
2023 Total |
UK |
Netherlands |
world |
2022 Total |
| 1 January fair value of assets |
8,704 |
|
5,343 |
|
5,320 |
|
19,367 |
|
14,332 |
|
6,099 |
|
6,262 |
|
26,693 |
|
| 1 January irrecoverable surplus |
– |
|
– |
|
(234) |
|
(234) |
|
– |
|
– |
|
(50) |
|
(50) |
|
| 1 January (after irrecoverable surplus) |
8,704 |
|
5,343 |
|
5,086 |
|
19,133 |
|
14,332 |
|
6,099 |
|
6,212 |
|
26,643 |
|
| Employee contributions |
– |
|
– |
|
11 |
|
11 |
|
1 |
|
– |
|
11 |
|
12 |
|
| Settlements |
– |
|
– |
|
(1) |
|
(1) |
|
– |
|
– |
|
– |
|
– |
|
| Actual return on plan assets (excluding amounts in net finance income/charge) |
(227) |
|
146 |
|
212 |
|
131 |
|
(4,870) |
|
(668) |
|
(945) |
|
(6,483) |
|
| Change in asset ceiling excluding amounts included in interest expenses |
– |
|
– |
|
(6) |
|
(6) |
|
– |
|
– |
|
(184) |
|
(184) |
|
Interest income(a) |
432 |
|
194 |
|
233 |
|
859 |
|
264 |
|
66 |
|
166 |
|
496 |
|
| Employer contributions |
50 |
|
9 |
|
348 |
|
407 |
|
66 |
|
8 |
|
229 |
|
303 |
|
| Benefit payments |
(459) |
|
(178) |
|
(485) |
|
(1,122) |
|
(511) |
|
(161) |
|
(512) |
|
(1,184) |
|
Other (b) |
– |
|
– |
|
371 |
|
371 |
|
– |
|
(1) |
|
(1) |
|
(2) |
|
| Currency retranslation |
179 |
|
– |
|
(39) |
|
140 |
|
(578) |
|
– |
|
110 |
|
(468) |
|
| 31 December (after irrecoverable surplus) |
8,679 |
|
5,514 |
|
5,730 |
|
19,923 |
|
8,704 |
|
5,343 |
|
5,086 |
|
19,133 |
|
| 31 December irrecoverable surplus |
– |
|
– |
|
(255) |
|
(255) |
|
– |
|
– |
|
(234) |
|
(234) |
|
| 31 December fair value of assets |
8,679 |
|
5,514 |
|
5,985 |
|
20,178 |
|
8,704 |
|
5,343 |
|
5,320 |
|
19,367 |
|
(a)This includes the impact of interest on asset ceiling.
(b)The majority of 'Other' during 2023 is explained by reclassification of India HUL and GSK Provident Funds from Defined Contribution to Defined Benefit reporting adding €368 million to both assets and liabilities at year end 2023. The impact on the overall (deficit)/surplus is nil.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
187 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations continued
Movements in liabilities during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
€ million |
|
|
Rest of |
€ million |
|
UK |
Netherlands |
world |
2023 Total |
UK |
Netherlands |
world |
2022 Total |
| 1 January |
(6,838) |
|
(3,734) |
|
(5,992) |
|
(16,564) |
|
(11,453) |
|
(4,937) |
|
(7,260) |
|
(23,650) |
|
| Gross service cost |
(42) |
|
(5) |
|
(81) |
|
(128) |
|
(86) |
|
(4) |
|
(96) |
|
(186) |
|
| Special termination benefits |
– |
|
– |
|
(14) |
|
(14) |
|
– |
|
– |
|
(11) |
|
(11) |
|
| Past service costs including losses/(gains) on curtailments |
– |
|
– |
|
3 |
|
3 |
|
– |
|
– |
|
– |
|
– |
|
| Settlements |
– |
|
– |
|
3 |
|
3 |
|
– |
|
– |
|
1 |
|
1 |
|
| Interest cost |
(335) |
|
(135) |
|
(279) |
|
(749) |
|
(210) |
|
(54) |
|
(188) |
|
(452) |
|
| Actuarial gain/(loss) arising from changes in demographic assumptions |
104 |
|
– |
|
(6) |
|
98 |
|
1 |
|
(50) |
|
25 |
|
(24) |
|
| Actuarial gain/(loss) arising from changes in financial assumptions |
(243) |
|
(236) |
|
(73) |
|
(552) |
|
4,196 |
|
1,527 |
|
1,191 |
|
6,914 |
|
| Actuarial gain/(loss) arising from experience adjustments |
(220) |
|
(99) |
|
(97) |
|
(416) |
|
(276) |
|
(377) |
|
(107) |
|
(760) |
|
| Benefit payments |
459 |
|
178 |
|
485 |
|
1,122 |
|
511 |
|
161 |
|
512 |
|
1,184 |
|
Other(a) |
– |
|
– |
|
(371) |
|
(371) |
|
– |
|
– |
|
15 |
|
15 |
|
| Currency retranslation |
(135) |
|
– |
|
181 |
|
46 |
|
479 |
|
– |
|
(74) |
|
405 |
|
| 31 December |
(7,250) |
|
(4,031) |
|
(6,241) |
|
(17,522) |
|
(6,838) |
|
(3,734) |
|
(5,992) |
|
(16,564) |
|
(a)The majority of 'Other' during 2023 is explained by reclassification of India HUL and GSK Provident Funds from Defined Contribution to Defined Benefit reporting adding €368 million to both assets and liabilities at year end 2023. The impact on the overall (deficit)/surplus is nil.
Movements in (deficit)/surplus during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
€ million |
|
|
Rest of |
€ million |
|
UK |
Netherlands |
world |
2023 Total |
UK |
Netherlands |
world |
2022 Total |
| 1 January |
1,866 |
|
1,609 |
|
(906) |
|
2,569 |
|
2,879 |
|
1,162 |
|
(1,048) |
|
2,993 |
|
| Gross service cost |
(42) |
|
(5) |
|
(81) |
|
(128) |
|
(86) |
|
(4) |
|
(96) |
|
(186) |
|
| Employee contributions |
– |
|
– |
|
11 |
|
11 |
|
1 |
|
– |
|
11 |
|
12 |
|
| Special termination benefits |
– |
|
– |
|
(14) |
|
(14) |
|
– |
|
– |
|
(11) |
|
(11) |
|
| Past service costs including losses/(gains) on curtailments |
– |
|
– |
|
3 |
|
3 |
|
– |
|
– |
|
– |
|
– |
|
| Settlements |
– |
|
– |
|
2 |
|
2 |
|
– |
|
– |
|
1 |
|
1 |
|
| Actual return on plan assets (excluding amounts in net finance income/charge) |
(227) |
|
146 |
|
212 |
|
131 |
|
(4,870) |
|
(668) |
|
(945) |
|
(6,483) |
|
| Change in asset ceiling excluding amounts included in interest expenses |
– |
|
– |
|
(6) |
|
(6) |
|
– |
|
– |
|
(184) |
|
(184) |
|
| Interest cost |
(335) |
|
(135) |
|
(279) |
|
(749) |
|
(210) |
|
(54) |
|
(188) |
|
(452) |
|
Interest income(a) |
432 |
|
194 |
|
233 |
|
859 |
|
264 |
|
66 |
|
166 |
|
496 |
|
| Actuarial gain/(loss) arising from changes in demographic assumptions |
104 |
|
– |
|
(6) |
|
98 |
|
1 |
|
(50) |
|
25 |
|
(24) |
|
| Actuarial gain/(loss) arising from changes in financial assumptions |
(243) |
|
(236) |
|
(73) |
|
(552) |
|
4,196 |
|
1,527 |
|
1,191 |
|
6,914 |
|
| Actuarial gain/(loss) arising from experience adjustments |
(220) |
|
(99) |
|
(97) |
|
(416) |
|
(276) |
|
(377) |
|
(107) |
|
(760) |
|
| Employer contributions |
50 |
|
9 |
|
348 |
|
407 |
|
66 |
|
8 |
|
229 |
|
303 |
|
| Benefit payments |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
| Other |
– |
|
– |
|
– |
|
– |
|
– |
|
(1) |
|
14 |
|
13 |
|
| Currency retranslation |
44 |
|
– |
|
142 |
|
186 |
|
(99) |
|
– |
|
36 |
|
(63) |
|
| 31 December |
1,429 |
|
1,483 |
|
(511) |
|
2,401 |
|
1,866 |
|
1,609 |
|
(906) |
|
2,569 |
|
(a)This includes the impact of interest on asset ceiling.
The actual return on recognised plan assets during 2023 was €990 million, being €131 million of asset returns and €859 million of interest income shown in the tables above (2022: €(5,987) million).
Movements in irrecoverable surplus during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
€ million |
|
|
Rest of |
€ million |
|
UK |
Netherlands |
world |
2023 Total |
UK |
Netherlands |
world |
2022 Total |
| 1 January |
– |
|
– |
|
(234) |
|
(234) |
|
– |
|
– |
|
(50) |
|
(50) |
|
| Interest income |
– |
|
– |
|
(7) |
|
(7) |
|
– |
|
– |
|
2 |
|
2 |
|
| Change in irrecoverable surplus in excess of interest |
– |
|
– |
|
(6) |
|
(6) |
|
– |
|
– |
|
(184) |
|
(184) |
|
| Currency retranslations |
– |
|
– |
|
(8) |
|
(8) |
|
– |
|
– |
|
(2) |
|
(2) |
|
| 31 December |
– |
|
– |
|
(255) |
|
(255) |
|
– |
|
– |
|
(234) |
|
(234) |
|
|
|
|
|
|
|
188 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations continued
The duration of the principal defined benefit plan liabilities (representing 96% of total pension liabilities and other post-employment benefit liabilities) and the split of liabilities between different categories of plan participants are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rest of |
|
|
|
Rest of |
|
|
UK |
Netherlands |
world(a) |
2023 Total |
UK |
Netherlands |
world(a) |
2022 Total |
| Duration (years) |
12 |
14 |
10 |
0 to 22 |
13 |
15 |
11 |
4 to 18 |
| Active members |
7 |
% |
7 |
% |
23 |
% |
12 |
% |
8 |
% |
8 |
% |
19 |
% |
11 |
% |
| Deferred members |
31 |
% |
38 |
% |
14 |
% |
27 |
% |
31 |
% |
38 |
% |
14 |
% |
28 |
% |
| Retired members |
62 |
% |
55 |
% |
63 |
% |
61 |
% |
61 |
% |
54 |
% |
67 |
% |
61 |
% |
(a)Rest of world numbers shown are weighted averages by liabilities.
Plan assets
The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require disaggregated disclosure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
|
€ million |
|
31 December 2023 |
|
31 December 2022 |
|
UK |
Netherlands |
Rest of world |
2023 Total |
|
UK |
Netherlands |
Rest of world |
2022 Total |
| Total Pension Plans Assets |
8,679 |
|
5,514 |
|
5,981 |
|
20,174 |
|
|
8,704 |
|
5,343 |
|
5,314 |
|
19,361 |
|
| Equities Total |
224 |
|
1,095 |
|
1,424 |
|
2,743 |
|
|
284 |
|
983 |
|
1,363 |
|
2,630 |
|
| – Europe |
43 |
|
171 |
|
431 |
|
645 |
|
|
61 |
|
165 |
|
440 |
|
666 |
|
| – North America |
133 |
|
670 |
|
617 |
|
1,420 |
|
|
160 |
|
604 |
|
594 |
|
1,358 |
|
| – Other |
48 |
|
254 |
|
376 |
|
678 |
|
|
63 |
|
214 |
|
329 |
|
606 |
|
| Fixed Income Total |
6,640 |
|
3,521 |
|
3,344 |
|
13,505 |
|
|
5,757 |
|
3,269 |
|
2,696 |
|
11,722 |
|
| – Government bonds |
4,773 |
|
1,461 |
|
1,546 |
|
7,780 |
|
|
3,795 |
|
1,297 |
|
1,215 |
|
6,307 |
|
| – Investment grade corporate bonds |
791 |
|
620 |
|
1,197 |
|
2,608 |
|
|
871 |
|
530 |
|
905 |
|
2,306 |
|
| – Other Fixed Income |
1,076 |
|
1,440 |
|
601 |
|
3,117 |
|
|
1,091 |
|
1,442 |
|
576 |
|
3,109 |
|
| Derivatives |
(237) |
|
145 |
|
16 |
|
(76) |
|
|
(333) |
|
254 |
|
18 |
|
(61) |
|
| Private Equity |
559 |
|
95 |
|
36 |
|
690 |
|
|
500 |
|
90 |
|
40 |
|
630 |
|
| Property and Real Estate |
674 |
|
321 |
|
412 |
|
1,407 |
|
|
930 |
|
422 |
|
387 |
|
1,739 |
|
| Hedge Funds |
136 |
|
– |
|
69 |
|
205 |
|
|
225 |
|
– |
|
76 |
|
301 |
|
| Other |
683 |
|
337 |
|
391 |
|
1,411 |
|
|
1,341 |
|
325 |
|
317 |
|
1,983 |
|
| Other Pension Plans |
– |
|
– |
|
289 |
|
289 |
|
|
– |
|
– |
|
417 |
|
417 |
|
| Other Post-Employment Benefit Plans Assets |
– |
|
– |
|
4 |
|
4 |
|
|
– |
|
– |
|
6 |
|
6 |
|
| Total Assets |
8,679 |
|
5,514 |
|
5,985 |
|
20,178 |
|
|
8,704 |
|
5,343 |
|
5,320 |
|
19,367 |
|
The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. Properties are primarily valued by a professional third party valuer on an open market basis, as defined by the Royal Institute of Chartered Surveyors. The Group uses derivatives and other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities was over 100% for both interest rate and inflation for the UK plan and approximately 90% for interest rate and 20% for inflation for the Netherlands plan at year end. Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other category are cash and insurance contracts which are also unquoted assets.
No Unilever securities were held at 31 December 2023. At 31 December 2022, €1 million (0.003% of total plan assets) of Unilever securities were held. Property includes property occupied by Unilever amounting to €80 million and €77 million at 31 December 2023 and 2022 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €33 million (2022: €39 million) to fund pension and similar obligations in the US (see also note 17A on page
216).
Sensitivities
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in liabilities |
|
Change in assumption |
|
UK |
Netherlands |
Total |
| Discount rate |
Increase by 0.5% |
|
-6 |
% |
-7 |
% |
-5 |
% |
| Inflation rate |
Increase by 0.5% |
|
4 |
% |
8 |
% |
5 |
% |
| Life expectancy |
Increase by 1 year |
|
4 |
% |
4 |
% |
4 |
% |
Long-term medical cost inflation(a) |
Increase by 1.0% |
|
n/a |
n/a |
4 |
% |
(a)Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.
A decrease in each assumption would have a comparable and opposite impact on liabilities.
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
189 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4B. Pensions and similar obligations continued
Cash flow
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits paid by the company in respect of unfunded plans. The table below sets out these amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
|
2024 Estimate |
2023 |
2022 |
2021 |
| Company contributions to funded plans: |
|
|
|
|
Defined Benefit (a) |
70 |
|
291 |
|
176 |
|
286 |
|
| Defined Contribution |
225 |
|
222 |
|
212 |
|
190 |
|
| Benefits paid by the Company in respect of unfunded plans: |
|
|
|
|
| Defined Benefit |
110 |
|
116 |
|
127 |
|
108 |
|
| Group cash flow in respect of pensions and similar benefits |
405 |
|
629 |
|
515 |
|
584 |
|
(a)The Group contributed a one-off contribution of $110 million into the US Pension Plan in 2023.
The Group is due to receive a partial refund of €115 million from the Netherlands Plan in 2024, per a formal agreement with the Plan allowing a return of surplus provided specific funding conditions are satisfied.
Following conclusion of the 2022 triennial valuation of the UK pension fund, the Group, in agreement with the Trustees, implemented an updated Schedule of Contributions. Deficit contributions to this fund will continue to be nil for the next few years.
The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.
4C. Share-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The fair value of awards at grant date is calculated using observable market price. This value is expensed over their vesting period, with a corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement. |
|
As at 31 December 2023, the Group had share-based compensation plans in the form of performance shares and other share awards.
The numbers in this note include those for Executive Directors and key management shown in note 4A on page
184. Non-Executive Directors do not participate in any of the share-based compensation plans.
The charge to income statement related to equity-settled share-based compensation plan is €212 million (2022: €177 million; 2021: €161 million).
Performance share plans
Performance share awards are made in respect of the Performance Share Plan (PSP). Awards for the Global Share Incentive Plan (GSIP) were last made in February 2018 and vested in February 2021. Awards for MCIP were last made in 2020 and will vest in 2024. No further MCIP or GSIP awards will be made. The awards of each plan will vest between 0% and 200% of grant level, subject to the level of satisfaction of performance measures (limits for Executive Directors may vary).
The MCIP allowed Unilever’s managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors) in shares in Unilever, and to receive a corresponding award of performance-related shares. From 2021, under the PSP, Unilever’s managers receive annual awards of PLC shares. The performance measures for MCIP are underlying sales growth, underlying EPS growth, underlying return on invested capital, sustainability progress index and for PSP are percentage business winning, free cash flow, underlying return on invested capital and sustainability progress index. MCIP awards made will vest after 4 years, while PSP awards vest after 3 years.
A summary of the status of the Performance Share Plans as at 31 December 2023, 2022 and 2021 and changes during the years ended on these dates is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
2022 |
2021 |
|
Number
of shares
|
Number
of shares
|
Number
of shares
|
| Outstanding at 1 January |
17,923,890 |
|
14,318,564 |
|
11,371,436 |
|
| Awarded |
7,479,544 |
|
10,032,321 |
|
7,667,929 |
|
| Vested |
(2,021,439) |
|
(3,101,598) |
|
(3,425,232) |
|
| Forfeited |
(2,052,057) |
|
(3,325,397) |
|
(1,295,569) |
|
| Outstanding at 31 December |
21,329,938 |
|
17,923,890 |
|
14,318,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
2022 |
2021 |
| Share award value information |
|
|
|
| Fair value per share award during the year |
€45.71 |
|
€41.56 |
|
€47.64 |
|
|
|
|
|
|
|
190 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
4C. Share-based compensation plans continued
Additional information
At 31 December 2023, shares in PLC totalling 21,696,344 (2022: 18,842,270) were outstanding in respect of share-based compensation plans of PLC and its subsidiaries, including North American plans.
At 31 December 2023, the employee share ownership trust held 1,361,032 (2022: 2,727,097) PLC shares and PLC and its subsidiaries held 36,903 (2022: 327,303) PLC shares which are held as treasury shares.
The book value of €207 million (2022: €282 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based compensation plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2023 was €60 million (2022: €144 million).
Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the purchase price of the shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
Between 31 December 2023 and 22 February 2024 (the latest practicable date for inclusion in this report), nil shares were granted, 5,851,739 shares vested and 2,277,975 shares were forfeited related to the Performance Share Plans.
5. Net finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs in relation to financial liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to lease liabilities.
Borrowing costs are recognised based on the effective interest method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Net finance costs |
Notes |
2023 |
2022 |
2021 |
| Finance costs |
|
(1,038) |
|
(818) |
|
(491) |
|
| Bank loans and overdrafts |
|
(82) |
|
(44) |
|
(34) |
|
Interest on bonds and other loans(a) |
|
(921) |
|
(673) |
|
(392) |
|
| Interest on lease liabilities |
|
(72) |
|
(72) |
|
(72) |
|
Net gain/(loss) on transactions for which hedge accounting is not applied(b) |
|
37 |
|
(29) |
|
7 |
|
| On foreign exchange derivatives |
|
86 |
|
123 |
|
(68) |
|
| Exchange difference on underlying items |
|
(49) |
|
(152) |
|
75 |
|
|
|
|
|
|
| Finance income |
|
442 |
|
281 |
|
147 |
|
| Pensions and similar obligations |
4B |
110 |
|
44 |
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(486) |
|
(493) |
|
(354) |
|
(a)Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results from the hedge accounting reserve. Includes an amount of €(16) million (2022: €(20) million) relating to unwinding of discount on deferred consideration for acquisitions.
(b)For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
191 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
6. Taxation
6A. Income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law decisions or rulings on similar issues and relevant external advice. The provision is estimated based on one of two methods, the expected value method (the sum of the probability-weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Tax charge in income statement |
2023 |
2022 |
2021 |
| Current tax |
|
|
|
| Current year |
(2,261) |
|
(2,206) |
|
(2,399) |
|
| Over/(under) provided in prior years |
9 |
|
(61) |
|
245 |
|
|
(2,252) |
|
(2,267) |
|
(2,154) |
|
| Deferred tax |
|
|
|
| Origination and reversal of temporary differences |
22 |
|
153 |
|
189 |
|
| Changes in tax rates |
7 |
|
28 |
|
15 |
|
| Recognition of previously unrecognised losses brought forward |
24 |
|
18 |
|
15 |
|
|
53 |
|
199 |
|
219 |
|
|
(2,199) |
|
(2,068) |
|
(1,935) |
|
The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and the actual rate of taxation charged is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of effective tax rate |
% 2023 |
% 2022 |
% 2021 |
Computed rate of tax(a) |
25 |
|
25 |
|
23 |
|
| Differences between computed rate of tax and effective tax rate due to: |
|
|
|
| Incentive tax credits |
(2) |
|
(2) |
|
(2) |
|
| Withholding tax on dividends |
2 |
|
2 |
|
2 |
|
| Expenses not deductible for tax purposes |
1 |
|
1 |
|
1 |
|
| Irrecoverable withholding tax |
1 |
|
1 |
|
1 |
|
| Income tax reserve adjustments – current and prior year |
(1) |
|
– |
|
(1) |
|
| Impact of disposals |
(2) |
|
(6) |
|
– |
|
| Others |
– |
|
(1) |
|
(1) |
|
| Effective tax rate |
24 |
|
20 |
|
23 |
|
(a)The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of profit before taxation generated in each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates.
Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. Uncertain tax provisions excluding the related interest amounted to €820 million (2022: €822 million). This includes €434 million (2022: €374 million) related to the Horlicks intangible amortisation in India.
The Group's future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation, the implementation of the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of our business.
Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates and the legislation will be effective for the Group’s financial year beginning 1 January 2024. We have performed an assessment of the Group’s potential exposure to Pillar Two income taxes based on the most recent financial information available regarding the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour relief is unlikely to apply and the Pillar Two effective tax rate is expected to be below 15%. We estimate that the combined impact of the implementation by countries of qualified domestic minimum top-up taxes and the income inclusion rule in the UK will be in the range of 0-0.2% increase to the Group ETR for 2024.
|
|
|
|
|
|
192 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
6B. Deferred tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:
■goodwill not deductible for tax purposes;
■the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and
■differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| Movements in 2023 and 2022 |
As at 1 January 2023 |
Income statement |
Other |
As at 31 December 2023 |
As at 1 January 2022 |
Income Statement |
Other |
As at 31 December 2022 |
| Pensions and similar obligations |
(613) |
|
(90) |
|
189 |
|
(514) |
|
(654) |
|
(44) |
|
85 |
|
(613) |
|
| Provisions and accruals |
741 |
|
103 |
|
(39) |
|
805 |
|
726 |
|
12 |
|
3 |
|
741 |
|
| Goodwill and intangible assets |
(3,848) |
|
(10) |
|
161 |
|
(3,697) |
|
(3,448) |
|
135 |
|
(535) |
|
(3,848) |
|
| Accelerated tax depreciation |
(700) |
|
47 |
|
81 |
|
(572) |
|
(600) |
|
(60) |
|
(40) |
|
(700) |
|
| Tax losses |
231 |
|
(3) |
|
6 |
|
234 |
|
172 |
|
100 |
|
(41) |
|
231 |
|
| Fair value gains |
(42) |
|
0 |
|
2 |
|
(40) |
|
(60) |
|
(11) |
|
29 |
|
(42) |
|
| Fair value losses |
36 |
|
(2) |
|
(11) |
|
23 |
|
2 |
|
6 |
|
28 |
|
36 |
|
| Share-based payments |
194 |
|
30 |
|
22 |
|
246 |
|
166 |
|
18 |
|
10 |
|
194 |
|
| Lease liability |
237 |
|
(34) |
|
(14) |
|
189 |
|
295 |
|
(55) |
|
(3) |
|
237 |
|
| Right of use asset |
(201) |
|
30 |
|
5 |
|
(166) |
|
(244) |
|
42 |
|
1 |
|
(201) |
|
Other(a) |
639 |
|
(18) |
|
(11) |
|
610 |
|
580 |
|
56 |
|
3 |
|
639 |
|
|
(3,326) |
|
53 |
|
391 |
|
(2,882) |
|
(3,065) |
|
199 |
|
(460) |
|
(3,326) |
|
(a)The deferred tax-other includes the recognition of an asset of €300 million (2022: €311 million) relating to the impact of the expected outcome of the Mutual Agreement Procedure which Unilever applied for following the conclusion of the UK tax audit for the tax years 2011-2018.
At the balance sheet date, the Group had unused tax losses of €1,313 million (2022: €1,352 million) and tax credits amounting to €832 million (2022: €893 million) available for offset against future taxable profits. Deferred tax assets have not been recognised in respect of unused tax losses of €602 million (2022: €668 million) and tax credits of €418 million (2022: €448 million), as it is not probable that there will be future taxable profits within the entities against which the losses and credits can be utilised. Of these losses, €168 million (2022: €196 million) have expiry dates, being corporate income tax losses in the US, Korea and China which expire between now and 2042.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning strategies to utilise the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against which the losses can be utilised. Profit forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €515 million (2022: €269 million) as it is not expected they will be utilised. Of these differences, €409 million (2022: €199 million) relates to limitation on the deduction of interest expenses. There is no expiry date for these differences.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised was €2,610 million (2022: €2,420 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| Deferred tax assets and liabilities |
Assets 2023 |
Assets 2022 |
Liabilities 2023 |
Liabilities 2022 |
Total 2023 |
Total 2022 |
| Pensions and similar obligations |
199 |
|
195 |
|
(713) |
|
(808) |
|
(514) |
|
(613) |
|
| Provisions and accruals |
503 |
|
489 |
|
302 |
|
252 |
|
805 |
|
741 |
|
| Goodwill and intangible assets |
51 |
|
105 |
|
(3,748) |
|
(3,953) |
|
(3,697) |
|
(3,848) |
|
| Accelerated tax depreciation |
(18) |
|
(93) |
|
(554) |
|
(607) |
|
(572) |
|
(700) |
|
| Tax losses |
201 |
|
188 |
|
33 |
|
43 |
|
234 |
|
231 |
|
| Fair value gains |
(1) |
|
1 |
|
(39) |
|
(43) |
|
(40) |
|
(42) |
|
| Fair value losses |
– |
|
– |
|
23 |
|
36 |
|
23 |
|
36 |
|
| Share-based payments |
84 |
|
51 |
|
162 |
|
143 |
|
246 |
|
194 |
|
| Lease liability |
94 |
|
102 |
|
95 |
|
135 |
|
189 |
|
237 |
|
| Right of use asset |
(92) |
|
(92) |
|
(74) |
|
(109) |
|
(166) |
|
(201) |
|
| Other |
92 |
|
103 |
|
518 |
|
536 |
|
610 |
|
639 |
|
|
1,113 |
|
1,049 |
|
(3,995) |
|
(4,375) |
|
(2,882) |
|
(3,326) |
|
| Of which deferred tax to be recovered/(settled) after more than 12 months |
756 |
|
700 |
|
(4,199) |
|
(4,492) |
|
(3,443) |
|
(3,792) |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
193 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
6C. Tax on items recognised in equity or other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income. |
Tax effects directly recognised in equity or other comprehensive income were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| Movements in 2023 and 2022 |
Before tax 2023 |
Tax (charge)/credit 2023 |
After tax 2023 |
Before tax 2022 |
Tax (charge)/credit 2022 |
After tax 2022 |
| Gains/(losses) on: |
|
|
|
|
|
|
| Equity instruments at fair value through other comprehensive income |
(38) |
|
10 |
|
(28) |
|
31 |
|
5 |
|
36 |
|
| Cash flow hedges |
(10) |
|
(17) |
|
(27) |
|
(121) |
|
30 |
|
(91) |
|
| Remeasurement of defined benefit pension plans |
(745) |
|
235 |
|
(510) |
|
(537) |
|
64 |
|
(473) |
|
| Currency retranslation gains/(losses) |
(1,460) |
|
(1) |
|
(1,461) |
|
547 |
|
67 |
|
614 |
|
|
(2,253) |
|
227 |
|
(2,026) |
|
(80) |
|
166 |
|
86 |
|
7. Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The earnings per share calculations are based on the average number of share units representing the ordinary shares of PLC in issue during the period, less the average number of shares held as treasury shares.
In calculating diluted earnings per share, a number of adjustments are made to the number of shares, principally, the exercise of share plans by employees.
|
|
|
Earnings per share for total operations for the 12 months were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
€ |
€ |
€ |
|
2023 |
2022 |
2021 |
| Basic earnings per share |
2.58 |
|
3.00 |
|
2.33 |
|
| Diluted earnings per share |
2.56 |
|
2.99 |
|
2.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of share units |
| Calculation of average number of share units |
2023 |
2022 |
2021 |
| Average number of shares |
2,587.0 |
|
2,629.2 |
|
2,629.2 |
|
|
|
|
|
| Less: treasury shares held by employee share trusts and companies |
(71.1) |
|
(81.0) |
|
(29.3) |
|
| Average number of shares – used for basic earnings per share |
2,515.9 |
|
2,548.2 |
|
2,599.9 |
|
| Add: dilutive effect of share-based compensation plans |
16.5 |
|
11.6 |
|
9.7 |
|
| Diluted average number of shares – used for diluted and underlying earnings per share |
2,532.4 |
|
2,559.8 |
|
2,609.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Calculation of earnings |
2023 |
2022 |
2021 |
| Net profit |
7,140 |
|
8,269 |
|
6,621 |
|
| Non-controlling interests |
(653) |
|
(627) |
|
(572) |
|
| Net profit attributable to shareholders’ equity – used for basic and diluted earnings per share |
6,487 |
|
7,642 |
|
6,049 |
|
8. Dividends on ordinary capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend is declared. |
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Dividends on ordinary capital during the year |
(4,327) |
|
(4,356) |
|
(4,458) |
|
Four quarterly interim dividends were declared and paid during 2023, totalling £1.50 (2022: £1.45) per PLC ordinary share.
A quarterly dividend of €1,067 million (2022: €1,086 million) was declared on 8 February 2024, to be paid in March 2024; £0.36 per PLC ordinary share (2022: £0.38). Total dividends declared in relation to 2023 were £1.48 (2022: £1.48) per PLC ordinary share.
|
|
|
|
|
|
194 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
9. Goodwill and intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at cost less amounts provided for impairment. Goodwill acquired in a business combination is assessed to determine whether new cash generating units (CGUs) are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These might not always be the same as the CGUs or GCGUs that include the assets and liabilities of the acquired business.
|
|
Intangible assets
Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible assets are initially measured at fair value as at the date of acquisition.
Expenditure to support development of internally produced intangible assets is recognised in profit or loss as incurred.
Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the level of marketing support. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary.
Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter. None of the amortisation periods exceeds ten years.
|
|
Cash generating units
The Group’s assets are grouped into cash generating units (CGUs) which are the smallest identifiable group of assets that generates largely independent cash inflows. The Group's CGUs are aligned with our organisation structure of Business Units and Global Business Units.
For impairment testing purposes, goodwill is allocated to groups of CGUs (GCGUs) which are based on the five Business Groups since the synergies acquired through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business Unit. Cash inflows relating to indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore allocated to individual CGUs.
|
|
Impairment review
The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value is primarily based on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income statement as it arises.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| € million |
Goodwill |
Indefinite-life
intangible assets |
Finite-life intangible assets |
Total |
| Movements during 2023 |
Software |
Other |
| Cost |
|
|
|
|
|
| 1 January 2023 |
22,766 |
|
18,516 |
|
3,317 |
|
1,137 |
|
45,736 |
|
Additions through business combinations(a) |
326 |
|
430 |
|
– |
|
– |
|
756 |
|
| Disposal of businesses |
(56) |
|
– |
|
– |
|
(7) |
|
(63) |
|
| Reclassification to held for sale |
(65) |
|
(467) |
|
– |
|
– |
|
(532) |
|
| Additions |
– |
|
2 |
|
239 |
|
2 |
|
243 |
|
| Disposals and other movements |
– |
|
(2) |
|
(71) |
|
7 |
|
(66) |
|
| Hyperinflationary adjustment |
(173) |
|
(12) |
|
(5) |
|
– |
|
(190) |
|
| Currency retranslation |
(532) |
|
(500) |
|
3 |
|
(15) |
|
(1,044) |
|
| 31 December 2023 |
22,266 |
|
17,967 |
|
3,483 |
|
1,124 |
|
44,840 |
|
| Accumulated amortisation and impairment |
|
|
|
|
|
| 1 January 2023 |
(1,157) |
|
(350) |
|
(2,730) |
|
(1,010) |
|
(5,247) |
|
| Amortisation/impairment for the year |
– |
|
– |
|
(187) |
|
(41) |
|
(228) |
|
| Disposals and other movements |
(1) |
|
– |
|
72 |
|
7 |
|
78 |
|
| Currency retranslation |
1 |
|
5 |
|
4 |
|
13 |
|
23 |
|
| 31 December 2023 |
(1,157) |
|
(345) |
|
(2,841) |
|
(1,031) |
|
(5,374) |
|
Net book value 31 December 2023(b) |
21,109 |
|
17,622 |
|
642 |
|
93 |
|
39,466 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
195 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
9. Goodwill and intangible assets continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| € million |
Goodwill |
Indefinite-life
intangible assets |
Finite-life intangible assets |
Total |
| Movements during 2022 |
Software |
Other |
| Cost |
|
|
|
|
|
| 1 January 2022 |
21,489 |
|
17,681 |
|
3,189 |
|
1,114 |
|
43,473 |
|
| Additions through business combinations |
585 |
|
603 |
|
– |
|
– |
|
1,188 |
|
| Disposal of businesses |
(16) |
|
(4) |
|
(3) |
|
– |
|
(23) |
|
| Reclassification to held for sale(c) |
– |
|
(25) |
|
(4) |
|
– |
|
(29) |
|
| Additions |
– |
|
– |
|
251 |
|
2 |
|
253 |
|
| Disposals and other movements |
– |
|
(2) |
|
(24) |
|
(5) |
|
(31) |
|
| Hyperinflationary adjustment |
116 |
|
17 |
|
– |
|
– |
|
133 |
|
| Currency retranslation |
592 |
|
246 |
|
(92) |
|
26 |
|
772 |
|
| 31 December 2022 |
22,766 |
|
18,516 |
|
3,317 |
|
1,137 |
|
45,736 |
|
| Accumulated amortisation and impairment |
|
|
|
|
|
| 1 January 2022 |
(1,159) |
|
(211) |
|
(2,609) |
|
(903) |
|
(4,882) |
|
| Amortisation/impairment for the year |
– |
|
(146) |
|
(216) |
|
(93) |
|
(455) |
|
| Disposals and other movements |
1 |
|
– |
|
32 |
|
5 |
|
38 |
|
| Currency retranslation |
1 |
|
7 |
|
63 |
|
(19) |
|
52 |
|
| 31 December 2022 |
(1,157) |
|
(350) |
|
(2,730) |
|
(1,010) |
|
(5,247) |
|
| Net book value 31 December 2022 |
21,609 |
|
18,166 |
|
587 |
|
127 |
|
40,489 |
|
(a)Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2023 as well as subsequent changes in the fair value of goodwill and intangibles for the acquisitions made in 2022 where the initial acquisition accounting was provisional at the end of 2022. See note 21 for further details.
(b)Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,640 million (2022: €2,759 million), Knorr €1,838 million (2022: €1,839 million), Paula's Choice €1,699 million (2022: €1,764 million), Carver Korea €1,370 million (2022: €1,456 million) and Hellmann’s €1,226 million (2022: €1,261 million).
(c)Goodwill and intangibles in relation to Elida Beauty amounting to €532 million were reclassified as held for sale.
Significant CGUs
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of goodwill and indefinite-life intangible as at 31 December 2023.
|
|
|
|
|
|
|
|
|
|
2023 GCGUs |
2022 GCGUs |
|
€ billion |
€ billion |
|
Goodwill |
Goodwill |
| Beauty & Wellbeing |
4.6 |
|
4.9 |
|
| Personal Care |
3.9 |
|
4.1 |
|
| Home Care |
0.9 |
|
0.9 |
|
| Nutrition |
8.0 |
|
8.3 |
|
| Ice Cream |
3.7 |
|
3.4 |
|
| Total GCGUs |
21.1 |
|
21.6 |
|
|
|
|
|
|
|
|
|
|
|
2023 CGUs |
2022 CGUs |
|
€ billion |
€ billion |
|
Indefinite- life intangible assets |
Indefinite- life intangible assets |
| Nutrition South Asia |
3.2 |
|
3.3 |
|
| Nutrition Europe, ANZ & METU |
1.3 |
|
1.4 |
|
| Nutrition North America |
1.0 |
|
1.0 |
|
| Prestige |
2.7 |
|
2.8 |
|
| Beauty & Wellbeing North Asia |
1.4 |
|
1.5 |
|
| Health & Wellness |
1.6 |
|
1.6 |
|
| Total Significant CGUs |
11.2 |
|
11.6 |
|
Others(a) |
6.4 |
|
6.6 |
|
| Total CGUs |
17.6 |
|
18.2 |
|
(a)Included within Others are individually insignificant amounts of intangible assets.
|
|
|
|
|
|
196 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
9. Goodwill and intangible assets continued
Key assumptions
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the present value of projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the respective GCGU.
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for the five years are based on past performance and on the Group’s three-year strategic plan, de-risked to ensure reasonability and extended to years four and five. The Group's three-year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our CTAP and impacts of climate change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:
For the year 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group of CGUs |
Beauty & Wellbeing |
Personal Care |
Home Care |
Nutrition |
Ice Cream |
| Longer-term sustainable growth rates |
3 |
% |
2 |
% |
3 |
% |
2 |
% |
2 |
% |
| Average near-term nominal growth rates |
6 |
% |
4 |
% |
3 |
% |
3 |
% |
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant CGUs |
Nutrition
South Asia |
Nutrition
Europe, ANZ & METU |
Nutrition
North America |
Prestige |
Beauty & Wellbeing
North Asia |
Health & Wellness |
| Longer-term sustainable growth rates |
5 |
% |
1 |
% |
1 |
% |
2 |
% |
2 |
% |
1 |
% |
| Average near-term nominal growth rates |
5 |
% |
1 |
% |
4 |
% |
11 |
% |
2 |
% |
12 |
% |
|
|
|
|
|
|
|
For the year 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group of CGUs |
Beauty & Wellbeing |
Personal Care |
Home Care |
Nutrition |
Ice Cream |
| Longer-term sustainable growth rates |
3 |
% |
3 |
% |
4 |
% |
3 |
% |
3 |
% |
| Average near-term nominal growth rates |
6 |
% |
3 |
% |
4 |
% |
5 |
% |
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Significant CGUs |
Nutrition
South Asia |
Nutrition
Europe, ANZ & METU |
Nutrition
North America |
Prestige |
Beauty & Wellbeing
North Asia |
Health & Wellness |
| Longer-term sustainable growth rates |
7 |
% |
2 |
% |
2 |
% |
2 |
% |
4 |
% |
2 |
% |
| Average near-term nominal growth rates |
7 |
% |
2 |
% |
4 |
% |
11 |
% |
3 |
% |
17 |
% |
|
|
|
|
|
|
|
The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own three-year average growth projection and external forecasts for the relevant market.
In 2023, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined based on the weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across different markets, the CGU discount rates are in the range 8.4%–20.0% (2022: 7.4%–11.8%).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.
10. Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an indication of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the income statement as it arises. |
|
Owned assets
Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives of the assets. Residual values and useful lives are reviewed at least annually. The review of residual values and useful lives have taken into consideration the impacts of climate change and the actions we undertake to mitigate and adapt against these climate-related risks and there is no material impact on the income statement for this year. Estimated useful lives by major class of assets are as follows:
|
■freehold buildings (no depreciation on freehold land) |
40 years |
■leasehold land and buildings |
40 years (or life of lease if less) |
■plant and equipment |
2-20 years |
|
Leased assets
The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by the lessor. The Group has not capitalised leases which are less than 12 months or leases of low-value assets. These mainly relate to IT equipment, office equipment, furniture and fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the same amount.
Depreciation is provided on a straight-line basis from the commencement date of the lease to the end of the lease term.
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
10. Property, plant and equipment continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
Property, plant and equipment |
Notes |
2023 |
2022 |
| Owned assets |
10A |
9,377 |
|
9,416 |
|
| Leased assets |
10B |
1,330 |
|
1,354 |
|
| Total |
|
10,707 |
|
10,770 |
|
10A. Owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Movements during 2023 |
Land and
buildings |
Plant and
equipment |
Total |
Cost |
|
|
|
| 1 January 2023 |
4,708 |
|
15,108 |
|
19,816 |
|
| Additions through business combinations |
– |
|
1 |
|
1 |
|
| Additions |
280 |
|
1,222 |
|
1,502 |
|
| Disposals and other movements |
(96) |
|
(766) |
|
(862) |
|
| Hyperinflationary adjustment |
29 |
|
(111) |
|
(82) |
|
| Reclassification as held for sale |
6 |
|
(13) |
|
(7) |
|
| Currency retranslation |
(256) |
|
(484) |
|
(740) |
|
| 31 December 2023 |
4,671 |
|
14,957 |
|
19,628 |
|
Accumulated depreciation |
|
|
|
| 1 January 2023 |
(1,599) |
|
(8,801) |
|
(10,400) |
|
| Depreciation charge for the year |
(116) |
|
(833) |
|
(949) |
|
| Disposals and other movements |
80 |
|
635 |
|
715 |
|
| Hyperinflationary adjustment |
6 |
|
112 |
|
118 |
|
| Reclassification as held for sale |
(6) |
|
9 |
|
3 |
|
| Currency retranslation |
36 |
|
226 |
|
262 |
|
| 31 December 2023 |
(1,599) |
|
(8,652) |
|
(10,251) |
|
Net book value 31 December 2023(a) |
3,072 |
|
6,305 |
|
9,377 |
|
| Includes capital expenditures for assets under construction |
189 |
|
1,057 |
|
1,246 |
|
(a)Includes €471 million of freehold land.
The Group has commitments to purchase property, plant and equipment of €583 million (2022: €356 million).
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Movements during 2022 |
Land and
buildings |
Plant and
equipment |
Total |
| Cost |
|
|
|
| 1 January 2022 |
4,266 |
|
14,462 |
|
18,728 |
|
| Additions through business combinations |
0 |
|
0 |
|
0 |
|
| Additions |
391 |
|
1,065 |
|
1,456 |
|
| Disposals and other movements |
(80) |
|
(858) |
|
(938) |
|
| Hyperinflationary adjustment |
152 |
|
536 |
|
688 |
|
| Reclassification as held for sale |
(11) |
|
(56) |
|
(67) |
|
| Currency retranslation |
(10) |
|
(41) |
|
(51) |
|
| 31 December 2022 |
4,708 |
|
15,108 |
|
19,816 |
|
Accumulated depreciation |
|
|
|
| 1 January 2022 |
(1,508) |
|
(8,387) |
|
(9,895) |
|
| Depreciation charge for the year |
(120) |
|
(897) |
|
(1,017) |
|
| Disposals and other movements |
66 |
|
762 |
|
828 |
|
| Hyperinflationary adjustment |
(36) |
|
(287) |
|
(323) |
|
| Reclassification as held for sale |
6 |
|
18 |
|
24 |
|
| Currency retranslation |
(7) |
|
(10) |
|
(17) |
|
| 31 December 2022 |
(1,599) |
|
(8,801) |
|
(10,400) |
|
Net book value 31 December 2022(a) |
3,109 |
|
6,307 |
|
9,416 |
|
| Includes capital expenditures for assets under construction |
104 |
|
960 |
|
1,064 |
|
(a)Includes €504 million of freehold land.
|
|
|
|
|
|
198 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
10B. Leased assets
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Movements during 2023 |
Land and
buildings |
Plant and
equipment |
Total |
Cost |
|
|
|
| 1 January 2023 |
2,655 |
|
650 |
|
3,305 |
|
| Additions through business combinations |
2 |
|
– |
|
2 |
|
| Additions |
365 |
|
175 |
|
540 |
|
| Disposals and other movements |
(307) |
|
(216) |
|
(523) |
|
| Hyperinflationary adjustment |
(1) |
|
– |
|
(1) |
|
| Reclassification as held for sale |
(12) |
|
(3) |
|
(15) |
|
| Currency retranslation |
(77) |
|
(23) |
|
(100) |
|
| 31 December 2023 |
2,625 |
|
583 |
|
3,208 |
|
Accumulated depreciation |
|
|
|
| 1 January 2023 |
(1,580) |
|
(371) |
|
(1,951) |
|
| Depreciation charge for the year |
(292) |
|
(109) |
|
(401) |
|
| Disposals and other movements |
245 |
|
166 |
|
411 |
|
| Reclassification as held for sale |
9 |
|
3 |
|
12 |
|
| Currency retranslation |
40 |
|
11 |
|
51 |
|
| 31 December 2023 |
(1,578) |
|
(300) |
|
(1,878) |
|
| Net book value 31 December 2023 |
1,047 |
|
283 |
|
1,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
| Movements during 2022 |
Land and
buildings |
Plant and
equipment |
Total |
Cost |
|
|
|
| 1 January 2022 |
2,667 |
|
661 |
|
3,328 |
|
| Additions through business combinations |
– |
|
– |
|
– |
|
| Additions |
281 |
|
111 |
|
392 |
|
| Disposals and other movements |
(303) |
|
(108) |
|
(411) |
|
| Hyperinflationary adjustment |
3 |
|
– |
|
3 |
|
| Reclassification as held for sale |
1 |
|
– |
|
1 |
|
| Currency retranslation |
6 |
|
(14) |
|
(8) |
|
| 31 December 2022 |
2,655 |
|
650 |
|
3,305 |
|
Accumulated depreciation |
|
|
|
| 1 January 2022 |
(1,461) |
|
(353) |
|
(1,814) |
|
| Depreciation charge for the year |
(322) |
|
(118) |
|
(440) |
|
| Disposals and other movements |
205 |
|
91 |
|
296 |
|
| Reclassification as held for sale |
2 |
|
– |
|
2 |
|
| Currency retranslation |
(4) |
|
9 |
|
5 |
|
| 31 December 2022 |
(1,580) |
|
(371) |
|
(1,951) |
|
| Net book value 31 December 2022 |
1,075 |
|
279 |
|
1,354 |
|
Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €117 million (2022: €105 million) for short-term leases and €64 million (2022: €74 million) on leases for low-value assets.
During the year, the Group recognised income of €11 million (2022: €12 million) from sublet properties.
The total cash outflow relating to leases was €465 million (2022: €590 million).
Lease liabilities are shown in note 15 on pages
203 and
207.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
199 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
11. Other non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties. Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise significant influence.
Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost, adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures and associates is included in the Group’s consolidated profit before taxation.
Where the Group’s share of losses exceeds its interest in the equity-accounted investee, the carrying amount of the investment is reduced to zero and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of the investee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
| Interest in net assets of joint ventures |
70 |
|
65 |
|
| Interest in net assets of associates |
24 |
|
19 |
|
Long-term trade and other receivables(a) |
394 |
|
520 |
|
Other non-current assets(b) |
423 |
|
338 |
|
|
911 |
|
942 |
|
(a)Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
(b)Includes direct tax assets, withholding tax assets, interest on tax assets, contingent assets and investment properties.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Movements during 2023 and 2022 |
2023 |
2022 |
Joint ventures(a) |
|
|
| 1 January |
65 |
|
37 |
|
| Additions |
10 |
|
3 |
|
| Dividends received/reductions |
(241) |
|
(189) |
|
| Share of net profit/(loss) |
235 |
|
213 |
|
| Currency retranslation |
1 |
|
1 |
|
| 31 December |
70 |
|
65 |
|
| Associates |
|
|
| 1 January |
19 |
|
23 |
|
| Additions |
8 |
|
6 |
|
| Dividend received/reductions |
(5) |
|
(4) |
|
| Share of net profit/(loss) |
(4) |
|
(5) |
|
| Currency retranslation |
6 |
|
(1) |
|
| 31 December |
24 |
|
19 |
|
(a)Our principal joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.
The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page
224.
12. Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale. |
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Inventories |
2023 |
2022 |
| Raw materials and consumables |
1,815 |
|
2,062 |
|
| Finished goods and goods for resale |
3,662 |
|
4,248 |
|
| Total inventories |
5,477 |
|
6,310 |
|
| Provision for inventories |
(358) |
|
(379) |
|
|
5,119 |
|
5,931 |
|
|
|
|
|
|
|
200 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
12. Inventories continued
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Provision for inventories |
2023 |
2022 |
| 1 January |
379 |
|
308 |
|
| Charge to income statement |
80 |
|
164 |
|
| Reduction/(releases) |
(63) |
|
(66) |
|
| Currency translations |
(32) |
|
(12) |
|
Others(a) |
(6) |
|
(15) |
|
| 31 December |
358 |
|
379 |
|
(a)Others include the amount relating to the acquisition/disposal of businesses and transfers.
Inventories with a value of €173 million (2022: €189 million) are carried at net realisable value, this being lower than cost. During 2023, a total expense of €413 million (2022: €407 million) was recognised in the income statement for inventory write-downs and losses.
13. Trade and other current receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for derivatives (see note 16 on page 208), these assets are held at amortised cost, using the effective interest method and net of any impairment losses. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a net basis. |
We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-looking information.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Trade and other current receivables |
2023 |
2022 |
| Due within one year |
|
|
| Trade receivables |
4,023 |
|
4,544 |
|
| Prepayments and accrued income |
516 |
|
969 |
|
| Other receivables |
1,236 |
|
1,543 |
|
|
5,775 |
|
7,056 |
|
Included within trade receivables are discounts due to our customers of €2,528 million (2022: €2,436 million). Other receivables comprise financial assets of €256 million (2022: €317 million) and non-financial assets of €979 million (2022: €1,226 million). Financial assets include supplier and customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €581 million (2022: €753 million).
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Ageing of trade receivables |
2023 |
2022 |
| Not overdue |
3,522 |
|
3,919 |
|
| Past due less than three months |
401 |
|
498 |
|
| Past due more than three months but less than six months |
67 |
|
96 |
|
| Past due more than six months but less than one year |
90 |
|
69 |
|
| Past due more than one year |
141 |
|
150 |
|
| Total trade receivables |
4,221 |
|
4,732 |
|
| Impairment provision for trade receivables |
(198) |
|
(188) |
|
|
4,023 |
|
4,544 |
|
The total impairment provision includes €198 million (2022: €188 million) for current trade receivables, €11 million (2022: €22 million) for other current receivables and €13 million (2022: €68 million) for non-current trade and other receivables.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Impairment provision for total trade and other receivables |
2023 |
2022 |
| 1 January |
278 |
|
286 |
|
| Charge to income statement |
34 |
|
27 |
|
| Reduction/releases |
(82) |
|
(44) |
|
| Reclassifications |
(3) |
|
4 |
|
| Currency translations |
(5) |
|
5 |
|
| 31 December |
222 |
|
278 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
201 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
14. Trade payables and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured at amortised cost, using the effective interest method.
Other liabilities
Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the type of liability:
■accruals are subsequently measured at amortised cost, using the effective interest method;
■social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method;
■deferred consideration is subsequently measured at fair value with changes in the income statement as explained below; and
■others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised in the income statement.
|
|
Deferred consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise contingent consideration and fixed deferred consideration:
■fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions; and
■contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable.
All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently, deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the income statement. In the balance sheet, it is remeasured to reflect the latest estimate of the achievement of the conditions on which the consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs in the income statement.
|
We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Trade payables and other liabilities |
2023 |
2022 |
| Current: due within one year |
|
|
| Trade payables |
10,355 |
|
11,100 |
|
| Accruals |
5,057 |
|
5,232 |
|
| Social security and sundry taxes |
512 |
|
626 |
|
| Deferred consideration |
167 |
|
78 |
|
| Others |
766 |
|
987 |
|
|
16,857 |
|
18,023 |
|
| Non-current: due after more than one year |
|
|
| Accruals |
105 |
|
141 |
|
| Deferred consideration |
5 |
|
102 |
|
| Others |
28 |
|
27 |
|
|
138 |
|
270 |
|
| Total trade payables and other liabilities |
16,995 |
|
18,293 |
|
Included within trade payables and other liabilities are discounts due to our customers of €2,294 million (2022: €2,121 million).
Included within others are IT and consulting services.
Deferred consideration
At 31 December 2023, the total balance of deferred consideration for acquisitions is €172 million (2022: €180 million), which includes contingent consideration of €157 million (2022: €164 million). These contingent consideration payments are dependent on acquired businesses achieving contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) until 2025, with a maximum contractual amount of €681 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances, we provide suppliers and/or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable is purchased by a third-party bank, that third-party bank does not benefit from additional security when compared to the security originally enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should be classified as a financial liability. At 31 December 2023 and 31 December 2022, all such liabilities were classified as trade payables.
In May 2023, the IASB issued the final amendments to IAS 7 and IFRS 7 which address the disclosure requirements to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. We will first make these disclosures in the 2024 Annual Report and Accounts.
|
|
|
|
|
|
202 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
15. Capital and funding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
|
|
Share-based compensation
The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in note 4C on pages 190 and 191. |
|
Unification reserve
The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification.
|
|
Other reserves
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
|
|
Shares held by employee share trusts and group companies
An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial statements. The book value of shares held is deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The costs of the trust are included in the results of the Group. The shares held by the trust and group companies are excluded from the calculation of earnings per share.
|
|
Financial liabilities
Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part of a fair value hedge relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with changes in value shown in the income statement. Put options are initially recognised at the present value of the expected gross obligation, with changes in value being recognised in the income statement. Other financial liabilities, which includes put options, are subsequently carried at amortised cost, with the exception of:
■financial liabilities which the Group has elected to measure at fair value through profit or loss;
■derivative financial liabilities – see note 16 on page 208; and ■contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is subsequently measured at fair value through profit or loss.
|
|
Lease liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses that there will be a change in the amount expected to be paid during the lease term.
|
The Group’s Treasury activities are designed to:
■maintain a competitive balance sheet in line with at least A/A2 rating (see below);
■secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);
■protect the Group’s financial results and position from financial risks (see note 16);
■maintain market risks within acceptable parameters, while optimising returns (see note 16); and
■protect the Group’s financial investments, while maximising returns (see note 17).
The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely by senior management. Reviews are undertaken periodically by corporate audit.
Key instruments used by the Treasury department are:
■short-term and long-term borrowings;
■cash and cash equivalents; and
■plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.
The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief Financial Officer. The use of leveraged instruments is not permitted.
Unilever considers the following components of its balance sheet to be managed capital:
■total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);
■short-term debt – current financial liabilities (note 15C); and
■long-term debt – non-current financial liabilities (note 15C).
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an appropriate balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we consider to be the equivalent of a credit rating of at least A/A2 in the long term. This provides us with:
■appropriate access to the debt and equity markets;
■sufficient flexibility for acquisitions;
■sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and
■optimal weighted average cost of capital, given the above constraints.
Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by the credit rating agencies on a regular basis.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
203 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
15A. Share capital
|
|
|
|
|
|
|
|
|
|
£ million |
£ million |
| Unilever PLC |
2023 |
2022 |
PLC ordinary shares of 31/9 p each(a) |
78.3 |
|
81.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unilever Group |
€ million |
€ million |
Euro equivalent in millions(b) |
88 |
|
92 |
|
(a)At 31 December 2023, 2,516,597,338 (2022: 2,629,243,772) of PLC ordinary shares were in issue. During the year 100,000 new shares were issued and 112,746,434 shares were cancelled.
(b)The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121.
The Company's constitutional documents place no limitations on the right to hold or transfer the Company's shares. The Company's shares are fully paid and no further contribution of capital may be required by the Company from shareholders. All ordinary shares rank equally with regard to participation in dividends and to share in the proceeds of the Company's residual assets on a winding up of the Company. Shareholders may, by ordinary resolution, declare final dividends, but not in excess of the amount recommended by the board or directors of the Company. Shareholders are entitled to one vote per ordinary share.
15B. Equity
Basis of consolidation
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant subsidiaries is provided in note 27 on page
226.
Subsidiaries with significant non-controlling interests
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary financial information in relation to HUL is shown below.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| HUL balance sheet as at 31 December |
2023 |
2022 |
| Non-current assets |
6,221 |
|
6,354 |
|
| Current assets |
2,004 |
|
1,604 |
|
| Current liabilities |
(1,315) |
|
(1,258) |
|
| Non-current liabilities |
(1,531) |
|
(1,152) |
|
| HUL comprehensive income for the year ended 31 December |
|
|
| Turnover |
6,636 |
|
6,828 |
|
| Profit after tax |
1,147 |
|
1,190 |
|
| Total comprehensive income |
937 |
|
940 |
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| HUL cash flow for the year ended 31 December |
2023 |
2022 |
| Net increase/(decrease) in cash and cash-equivalents |
(22) |
|
95 |
|
|
|
|
| HUL non-controlling interest |
|
|
| 1 January |
(2,115) |
|
(2,146) |
|
| Share of (profit)/loss for the year ended 31 December |
(437) |
|
(454) |
|
| Other comprehensive income |
(1) |
|
(3) |
|
| Dividend paid to the non-controlling interest |
405 |
|
395 |
|
| Currency translation |
80 |
|
97 |
|
| Other movements in equity |
20 |
|
(4) |
|
| 31 December |
(2,048) |
|
(2,115) |
|
Analysis of other reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
Total 2023 |
Total 2022 |
Total 2021 |
| Fair value reserves – see following table |
392 |
|
329 |
|
502 |
|
| Currency retranslation of group companies – see following table |
(7,432) |
|
(5,803) |
|
(6,043) |
|
| Capital redemption reserve |
25 |
|
21 |
|
21 |
|
| Book value of treasury shares – see following table |
(207) |
|
(282) |
|
(388) |
|
Repurchase of shares |
(6,034) |
|
(4,527) |
|
(3,018) |
|
| Cancellation of PLC shares |
5,282 |
|
— |
|
— |
|
Other(a) |
(544) |
|
(542) |
|
(284) |
|
|
(8,518) |
|
(10,804) |
|
(9,210) |
|
(a)Relates primarily to options to purchase non-controlling interest in subsidiaries.
Unilever acquired 31,734,256 of its own shares (2022: 34,217,605) of its own shares through purchases on the stock exchanges during the year, which includes the share buyback programme as explained in note 24. 112,746,434 of PLC ordinary shares were cancelled during the year and the remaining shares were held as treasury shares as a separate component of other reserves.
At 31 December 2023, 1,361,032 shares were held by employee share ownership trust and 36,903 shares were held by other group companies in connection with share-based compensation plans. The shares held by the employee share trust are shown as a deduction from other reserves. The total number of treasury shares held in connection with share-based compensation plans at 31 December 2022 was 3,054,400 shares. (See note 4C on pages
190 and
191.
|
|
|
|
|
|
204 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
15B. Equity continued
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Treasury shares – movements during the year |
2023 |
2022 |
| 1 January |
(4,809) |
|
(3,406) |
|
| Repurchase of shares |
(1,507) |
|
(1,509) |
|
| Cancellation of PLC shares |
5,282 |
|
— |
|
| Other purchases and utilisations |
75 |
|
106 |
|
| 31 December |
(959) |
|
(4,809) |
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Currency retranslation reserves – movements during the year |
2023 |
2022 |
| 1 January |
(5,803) |
|
(6,043) |
|
| Currency retranslation of group companies' net assets and liabilities during the year |
(1,514) |
|
212 |
|
| Movement in net investment hedges and exchange differences in net investments in foreign operations |
(115) |
|
28 |
|
| 31 December |
(7,432) |
|
(5,803) |
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Fair value reserves – movements during the year |
2023 |
2022 |
| 1 January |
329 |
|
502 |
|
| Movements in Other comprehensive income, net of tax |
|
|
| Gains/(losses) on equity instruments |
(27) |
|
45 |
|
| Gains/(losses) on cash flow hedges |
(27) |
|
(92) |
|
| Hedging gains/(losses) transferred to non-financial assets |
117 |
|
(126) |
|
| 31 December |
392 |
|
329 |
|
Refer to the consolidated statement of comprehensive income on page
173, the consolidated statement of changes in equity on page
174, and note 6C on page
194.
Remeasurement of defined benefit pension plans, net of tax
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
| 1 January |
330 |
|
803 |
|
| Movement during the year |
(510) |
|
(473) |
|
| 31 December |
(180) |
|
330 |
|
Refer to the consolidated statement of comprehensive income on page
173, the consolidated statement of changes in equity on page
174, note 4B from pages
185 to
190 and note 6C on page
194.
Currency retranslation gains/(losses) – movements during the year
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
| 1 January |
(5,883) |
|
(6,497) |
|
| Currency retranslation during the year: |
|
|
| Other reserves |
(1,629) |
|
240 |
|
| Retained profit |
294 |
|
487 |
|
| Non-controlling interest |
(126) |
|
(113) |
|
| 31 December |
(7,344) |
|
(5,883) |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
205 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
15C. Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
Financial liabilities(a) |
Current 2023 |
Non-Current 2023 |
Total 2023 |
Current 2022 |
Non-Current 2022 |
Total 2022 |
Bank loans and overdrafts(b) |
501 |
|
5 |
|
506 |
|
508 |
|
11 |
|
519 |
|
| Bonds and other loans |
4,066 |
|
22,626 |
|
26,692 |
|
4,723 |
|
21,789 |
|
26,512 |
|
| Lease liabilities |
334 |
|
1,061 |
|
1,395 |
|
340 |
|
1,068 |
|
1,408 |
|
| Derivatives |
48 |
|
446 |
|
494 |
|
102 |
|
529 |
|
631 |
|
Other financial liabilities(c) |
138 |
|
397 |
|
535 |
|
102 |
|
316 |
|
418 |
|
|
5,087 |
|
24,535 |
|
29,622 |
|
5,775 |
|
23,713 |
|
29,488 |
|
(a)For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively.
(b)Bank loans and overdrafts include €5 million (2022: €4 million) of secured liabilities.
(c)Includes options and financial liabilities to acquire non-controlling interests in the US, Myanmar, India, Italy and Hong Kong, refer to note 21.
Reconciliation of liabilities arising from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash movement |
|
|
|
|
|
|
|
|
|
Movements in 2023 and 2022 |
Opening
balance at
1 January |
Cash
movement |
Business
acquisi-
tions/
disposals |
Foreign
exchange
changes |
Fair
value
changes |
Other
movements |
Closing
balance at
31 December |
| € million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| 2023 |
|
|
|
|
|
|
|
Bank loans and overdrafts(a) |
(519) |
|
(98) |
|
(9) |
|
130 |
|
– |
|
(10) |
|
(506) |
|
Bonds and other loans(a) |
(26,512) |
|
(413) |
|
(3) |
|
403 |
|
(159) |
|
(8) |
|
(26,692) |
|
Lease liabilities(b) |
(1,408) |
|
399 |
|
12 |
|
55 |
|
– |
|
(453) |
|
(1,395) |
|
| Derivatives |
(631) |
|
– |
|
– |
|
7 |
|
130 |
|
– |
|
(494) |
|
Other financial liabilities(a) |
(418) |
|
– |
|
(44) |
|
19 |
|
(81) |
|
(11) |
|
(535) |
|
| Total |
(29,488) |
|
(112) |
|
(44) |
|
614 |
|
(110) |
|
(482) |
|
(29,622) |
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
|
|
|
|
|
Bank loans and overdrafts(a) |
(402) |
|
(129) |
|
– |
|
29 |
|
– |
|
(17) |
|
(519) |
|
Bonds and other loans(a) |
(27,621) |
|
1,343 |
|
– |
|
(727) |
|
490 |
|
3 |
|
(26,512) |
|
Lease liabilities(b) |
(1,649) |
|
546 |
|
– |
|
12 |
|
– |
|
(317) |
|
(1,408) |
|
| Derivatives |
(184) |
|
– |
|
– |
|
(2) |
|
(448) |
|
3 |
|
(631) |
|
Other financial liabilities(a) |
(277) |
|
4 |
|
– |
|
17 |
|
108 |
|
(270) |
|
(418) |
|
| Total |
(30,133) |
|
1,764 |
|
– |
|
(671) |
|
150 |
|
(598) |
|
(29,488) |
|
|
|
|
|
|
|
|
|
(a)These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial liabilities and repayment of financial liabilities. The difference of €(14) million (2022: €9 million) represents cash movements in overdrafts that are not included in financing cash flows.
(b)Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €5 million (2022: €28 million) represents gain or loss from termination and modification of lease contracts.
|
|
|
|
|
|
206 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
15C. Financial liabilities continued – Analysis of bonds and other loans
|
|
|
|
|
|
|
|
|
| € million |
Total 2023 |
Total 2022 |
Unilever PLC |
|
|
1.375% Notes 2024 (£) |
288 |
|
282 |
|
1.875% Notes 2029 (£) |
286 |
|
281 |
|
1.500% Notes 2026 (£) |
575 |
|
563 |
|
1.500% Notes 2039 (€) |
647 |
|
646 |
|
2.125% Notes 2028 (£)(a) |
320 |
|
300 |
|
| Total PLC |
2,116 |
|
2,072 |
|
Other group companies |
|
|
| The Netherlands |
|
|
1.625% Notes 2033 (€) |
794 |
|
794 |
|
1.375% Notes 2029 (€) |
746 |
|
745 |
|
1.125% Bonds 2027 (€) |
698 |
|
698 |
|
1.125% Bonds 2028 (€) |
697 |
|
696 |
|
0.875% Notes 2025 (€) |
649 |
|
649 |
|
0.500% Bonds 2025 (€) |
649 |
|
648 |
|
1.375% Notes 2030 (€) |
645 |
|
644 |
|
0.375% Notes 2023 (€) |
– |
|
600 |
|
1.000% Notes 2027 (€) |
599 |
|
599 |
|
1.000% Notes 2023 (€) |
– |
|
500 |
|
0.500% Notes 2023 (€) |
– |
|
500 |
|
0.500% Notes 2024 (€) |
500 |
|
498 |
|
1.250% Notes 2025 (€) |
1,000 |
|
999 |
|
1.750% Notes 2030 (€) |
996 |
|
995 |
|
1.250% Notes 2031 (€)(a) |
576 |
|
539 |
|
2.250% Notes 2034 (€)(a) |
786 |
|
735 |
|
0.750% Notes 2026 (€)(a) |
475 |
|
458 |
|
1.750% Notes 2028 (€) |
645 |
|
645 |
|
3.250% Notes 2031 (€) |
495 |
|
– |
|
3.500% Notes 2035 (€) |
496 |
|
– |
|
|
|
|
| United States |
|
|
5.900% Bonds 2032 (US $) |
897 |
|
932 |
|
2.900% Notes 2027 (US $) |
897 |
|
930 |
|
3.500% Notes 2028 (US $) |
716 |
|
742 |
|
2.000% Notes 2026 (US $) |
629 |
|
651 |
|
3.125% Notes 2023 (US $) |
– |
|
516 |
|
3.250% Notes 2024 (US $) |
452 |
|
468 |
|
3.100% Notes 2025 (US $) |
450 |
|
467 |
|
2.600% Notes 2024 (US $) |
451 |
|
468 |
|
3.500% Bonds 2028 (US $) |
449 |
|
465 |
|
3.375% Notes 2025 (US $) |
315 |
|
327 |
|
7.250% Bonds 2026 (US $) |
267 |
|
276 |
|
6.625% Bonds 2028 (US $) |
214 |
|
221 |
|
5.600% Bonds 2097 (US $) |
83 |
|
86 |
|
2.125% Notes 2029 (US $) |
762 |
|
790 |
|
2.600% Notes 2024 (US $) |
453 |
|
473 |
|
1.375% Notes 2030 (US $)(a) |
368 |
|
368 |
|
0.375% Notes 2023 (US $) |
– |
|
469 |
|
0.626% Notes 2024 (US $) |
452 |
|
469 |
|
2.625% Notes 2051 (US $) |
576 |
|
598 |
|
1.750% Notes 2031 (US $)(a) |
640 |
|
644 |
|
3.300% Notes 2029 (€) |
549 |
|
– |
|
3.400% Notes 2033 (€) |
694 |
|
– |
|
4.875% Notes 2028 (US $) |
630 |
|
– |
|
5.000% Notes 2033 (US $) |
714 |
|
– |
|
| Commercial Paper (US $) |
1,465 |
|
2,057 |
|
|
|
|
| Other countries |
|
|
Switzerland |
6 |
|
81 |
|
Others |
1 |
|
– |
|
| Total other group companies |
24,576 |
|
24,440 |
|
| Total bonds and other loans |
26,692 |
|
26,512 |
|
(a)Bonds includes €(378) million (2022: €(537)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.
Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
207 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16. Treasury risk management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives and hedge accounting
Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of derivatives depends on their use as explained below.
(i) Fair value hedges(a)
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. Ineffectiveness may occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or the counter-party to the derivative) that is not matched by the hedged item. When the relationship no longer meets the criteria for hedge accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.
(ii) Cash flow hedges(a)
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in equity. Cost of hedging, where material and opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge are recognised in the income statement. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs. When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to occur, the cumulative gain or loss is taken to the income statement immediately.
(iii) Net investment hedges(a)
Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for these arrangements is set out in note 1.
(iv) Derivatives for which hedge accounting is not applied
Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2023 and 2022. Fair value changes on basis spread is recorded in a separate account within equity.
The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the following sections:
■liquidity risk (see note 16A);
■market risk (see note 16B); and
■credit risk (see note 17B).
The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.
16A. Management of liquidity risk
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s credit rating, impair investor confidence and also restrict the Group’s ability to raise funds.
The Group’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash balances have been invested conservatively with low-risk counter-parties at maturities of primarily less than six months. In its liquidity assessment, the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition, Unilever has committed credit facilities for general corporate use.
On 31 December 2023, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $5,200 million and €2,600 million (2022: $5,200 million and €2,550 million ) with a 364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2024.
|
|
|
|
|
|
208 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16A. Management of liquidity risk continued
The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable under financial liabilities at the balance sheet date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| Undiscounted cash flows |
Due
within
1 year |
Due
between
1 and
2 years |
Due
between
2 and
3 years |
Due
between
3 and
4 years |
Due
between
4 and
5 years |
Due
after
5 years |
Total |
Net carrying
amount as
shown in
balance
sheet |
| 2023 |
|
|
|
|
|
|
|
|
| Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
| Bank loans and overdrafts |
(524) |
|
(1) |
|
(1) |
|
(1) |
|
(1) |
|
(3) |
|
(531) |
|
(506) |
|
| Bonds and other loans |
(4,650) |
|
(3,599) |
|
(2,480) |
|
(2,643) |
|
(4,092) |
|
(14,028) |
|
(31,492) |
|
(26,692) |
|
| Lease liabilities |
(407) |
|
(316) |
|
(260) |
|
(193) |
|
(153) |
|
(362) |
|
(1,691) |
|
(1,395) |
|
| Other financial liabilities |
(138) |
|
(352) |
|
(50) |
|
– |
|
– |
|
(2) |
|
(542) |
|
(535) |
|
| Trade payables, accruals and other liabilities |
(16,113) |
|
(63) |
|
(23) |
|
(16) |
|
(4) |
|
(26) |
|
(16,245) |
|
(16,245) |
|
| Deferred consideration |
(168) |
|
(5) |
|
– |
|
– |
|
– |
|
– |
|
(173) |
|
(172) |
|
|
(22,000) |
|
(4,336) |
|
(2,814) |
|
(2,853) |
|
(4,250) |
|
(14,421) |
|
(50,674) |
|
(45,545) |
|
| Derivative financial liabilities: |
|
|
|
|
|
|
|
|
| Interest rate derivatives: |
|
|
|
|
|
|
|
(452) |
|
| Derivative contracts – receipts |
542 |
|
84 |
|
84 |
|
971 |
|
54 |
|
192 |
|
1,927 |
|
|
| Derivative contracts – payments |
(648) |
|
(150) |
|
(125) |
|
(1,020) |
|
(95) |
|
(326) |
|
(2,364) |
|
|
| Foreign exchange derivatives: |
|
|
|
|
|
|
|
(85) |
|
| Derivative contracts – receipts |
7,704 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
7,704 |
|
|
| Derivative contracts – payments |
(7,806) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(7,806) |
|
|
| Commodity derivatives: |
|
|
|
|
|
|
|
(22) |
|
| Derivative contracts – receipts |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
|
| Derivative contracts – payments |
(22) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(22) |
|
|
|
(230) |
|
(66) |
|
(41) |
|
(49) |
|
(41) |
|
(134) |
|
(561) |
|
(559) |
|
| Total |
(22,230) |
|
(4,402) |
|
(2,855) |
|
(2,902) |
|
(4,291) |
|
(14,555) |
|
(51,235) |
|
(46,104) |
|
| 2022 |
|
|
|
|
|
|
|
|
| Non-derivative financial liabilities: |
|
|
|
|
|
|
|
|
| Bank loans and overdrafts |
(529) |
|
(5) |
|
– |
|
– |
|
– |
|
(7) |
|
(541) |
|
(519) |
|
| Bonds and other loans |
(5,220) |
|
(3,102) |
|
(3,494) |
|
(2,369) |
|
(2,541) |
|
(14,176) |
|
(30,902) |
|
(26,512) |
|
| Lease liabilities |
(397) |
|
(320) |
|
(245) |
|
(196) |
|
(144) |
|
(347) |
|
(1,649) |
|
(1,408) |
|
| Other financial liabilities |
(104) |
|
(27) |
|
(290) |
|
– |
|
– |
|
– |
|
(421) |
|
(418) |
|
| Trade payables, accruals and other liabilities |
(17,166) |
|
(74) |
|
(28) |
|
(16) |
|
(12) |
|
(38) |
|
(17,334) |
|
(17,334) |
|
| Deferred consideration |
(79) |
|
(96) |
|
(14) |
|
– |
|
– |
|
– |
|
(189) |
|
(180) |
|
|
(23,495) |
|
(3,624) |
|
(4,071) |
|
(2,581) |
|
(2,697) |
|
(14,568) |
|
(51,036) |
|
(46,371) |
|
| Derivative financial liabilities: |
|
|
|
|
|
|
|
|
| Interest rate derivatives: |
|
|
|
|
|
|
|
(529) |
|
| Derivative contracts – receipts |
59 |
|
59 |
|
59 |
|
59 |
|
55 |
|
249 |
|
540 |
|
|
| Derivative contracts – payments |
(106) |
|
(159) |
|
(142) |
|
(133) |
|
(114) |
|
(483) |
|
(1,137) |
|
|
| Foreign exchange derivatives: |
|
|
|
|
|
|
|
(217) |
|
| Derivative contracts – receipts |
8,244 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
8,244 |
|
|
| Derivative contracts – payments |
(8,469) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(8,469) |
|
|
| Commodity derivatives: |
|
|
|
|
|
|
|
(38) |
|
| Derivative contracts – receipts |
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
|
| Derivative contracts – payments |
(38) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(38) |
|
|
|
(310) |
|
(100) |
|
(83) |
|
(74) |
|
(59) |
|
(234) |
|
(860) |
|
(784) |
|
| Total |
(23,805) |
|
(3,724) |
|
(4,154) |
|
(2,655) |
|
(2,756) |
|
(14,802) |
|
(51,896) |
|
(47,155) |
|
The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €23 million (2022: €42 million).
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
209 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16A. Management of liquidity risk continued
The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are expected to have an impact on profit and loss in the same periods as the cash flows occur.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
|
Due
within
1 year |
Due
between
1 and
2 years |
Due
between
2 and
3 years |
Due
between
3 and
4 years |
Due
between
4 and
5 years |
Due
after
5 years |
Total |
Net carrying
amount of
related
derivatives(a)
|
| 2023 |
|
|
|
|
|
|
|
|
| Foreign exchange cash inflows |
2,807 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
2,807 |
|
– |
|
| Foreign exchange cash outflows |
(2,842) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(2,842) |
|
(6) |
|
| Interest rate swaps cash inflows |
526 |
|
68 |
|
68 |
|
959 |
|
42 |
|
1,387 |
|
3,050 |
|
48 |
|
| Interest rate swaps cash outflows |
(528) |
|
(68) |
|
(68) |
|
(978) |
|
(55) |
|
(1,387) |
|
(3,084) |
|
– |
|
| Commodity contracts cash inflows |
8 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
8 |
|
8 |
|
| Commodity contracts cash outflows |
(22) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(22) |
|
(22) |
|
| 2022 |
|
|
|
|
|
|
|
|
| Foreign exchange cash inflows |
3,100 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
3,100 |
|
– |
|
| Foreign exchange cash outflows |
(3,180) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(3,180) |
|
(48) |
|
| Interest rate swaps cash inflows |
564 |
|
502 |
|
27 |
|
27 |
|
952 |
|
– |
|
2,072 |
|
119 |
|
| Interest rate swaps cash outflows |
(464) |
|
(473) |
|
(13) |
|
(13) |
|
(923) |
|
– |
|
(1,886) |
|
– |
|
| Commodity contracts cash inflows |
6 |
|
– |
|
– |
|
– |
|
– |
|
– |
|
6 |
|
6 |
|
| Commodity contracts cash outflows |
(38) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
(38) |
|
(38) |
|
(a)See note 16C.
16B. Management of market risk
Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
■commodity price risk;
■currency risk; and
■interest rate risk.
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to manage the volatility in income statement arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to the hedged item (in most instances these are matched, so the hedge ratio is 1:1).
|
|
|
|
|
|
210 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16B. Management of market risk continued
The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which are described in note 16C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Potential impact of risk |
|
Management policy and
hedging strategy |
|
Sensitivity to the risk |
|
|
|
|
|
|
|
|
(i) Commodity price risk
The Group is exposed to the risk of changes in commodity prices in relation to its purchase of certain raw materials.
At 31 December 2023, the Group had hedged its exposure to future commodity purchases with commodity derivatives valued at €342 million (2022: €576 million).
Hedges of future commodity purchases resulted in cumulative losses of €79 million (2022: gain of €197 million) being reclassified to the income statement and losses of €34 million (2022: gain of €103 million) being recognised as a basis adjustment to inventory purchased.
|
|
The Group uses commodity forwards, futures, swaps and option contracts to hedge against this risk. All commodity forward contracts hedge future purchases of raw materials and the contracts are settled either in cash or by physical delivery.
The Group also hedges risk components of commodities where it is not possible to hedge the commodity in full. This is done with reference to the contract to purchase the hedged commodity.
Commodity derivatives are generally designated as hedging instruments in cash flow hedge accounting relations. All commodity derivative contracts are done in line with approvals from the Global Commodity Executive which is chaired by the Unilever Chief Business Operations Officer (CBOO) or the Global Commodity Operating Team which is chaired by the Chief Procurement Officer.
|
|
A 10% increase in commodity prices as at 31 December 2023 would have led to a €40 million gain on the commodity derivatives in the cash flow hedge reserve (2022: €58 million gain in the cash flow hedge reserve).
A decrease of 10% in commodity prices on a full-year basis would have the equal but opposite effect.
|
|
(ii) Currency risk
Currency risk on sales, purchases and borrowings
Because of Unilever’s global reach, it is subject to the risk that changes in foreign currency values impact the Group’s sales, purchases and borrowings.
At 31 December 2023, the exposure to the Group from companies holding financial assets and liabilities other than in their functional currency amounted to €254 million (2022: €315 million).
|
|
The Group manages currency exposures within prescribed limits, mainly through the use of forward foreign currency exchange contracts.
Operating companies manage foreign exchange exposures within prescribed limits.
The aim of the Group’s approach to management of currency risk is to leave the Group with no material residual risk.
|
|
As an estimation of the approximate impact of the residual risk, with respect to financial instruments, the Group has calculated the impact of a 10% change in exchange rates.
Impact on income statement
A 10% strengthening of the foreign currencies against the respective functional currencies of group companies would have led to approximately an additional €25 million loss in the income statement (2022: €32 million loss).
A 10% weakening of the foreign currencies against the respective functional currencies of group companies would have led to an equal but opposite effect.
Impact on equity – trade-related cash flow hedges
A 10% strengthening of foreign currencies against the respective functional currencies of group companies hedging future trade cash flows and applying cash flow hedge accounting, would have led to €142 million loss (2022: €99 million loss) in equity.
A 10% weakening of the same would have led to an equal but opposite effect.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at year end, the Group had the below notional amount of currency derivatives outstanding to which cash flow hedge accounting is applied: |
|
|
|
|
Currency |
2023 |
2022 |
|
|
|
|
EUR* |
(951) |
|
(958) |
|
|
|
|
|
GBP |
(372) |
|
(408) |
|
|
|
|
|
USD |
363 |
|
764 |
|
|
|
|
|
SEK |
(97) |
|
(103) |
|
|
|
|
|
CAD |
(136) |
|
(86) |
|
|
|
|
|
PLN |
(42) |
|
(64) |
|
|
|
|
|
Others |
(181) |
|
(136) |
|
|
|
|
|
Total |
(1,416) |
|
(991) |
|
|
|
|
|
* Euro exposure relates to group companies having non-euro functional currencies. |
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
211 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16B. Management of market risk continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Potential impact of risk |
|
Management policy and
hedging strategy |
|
Sensitivity to the risk |
|
|
|
|
|
|
|
|
Currency risk on the Group’s net investments
The Group is also subject to currency risk in relation to the translation of the net investments of its foreign operations into euros for inclusion in its consolidated financial statements.
These net investments include Group financial loans, which are monetary items that form part of our net investment in foreign operations, of €13.0 billion (2022: €13.0 billion), of which €9.0 billion (2022: €8.8 billion) is denominated in GBP. In accordance with IAS 21, the exchange differences on these financial loans are booked through reserves.
Part of the currency exposure on the Group’s investments is also managed using USD net investment hedges with a nominal value of €2.6 billion (2022: €2.8 billion) for USD.
At 31 December 2023, the net exposure of the net investments in foreign currencies amounts to €26.2 billion (2022: €23.7 billion).
|
|
Unilever aims to minimise this currency risk on the Group’s net investment exposure by borrowing in local currency in the operating companies themselves. In some locations, however, the Group’s ability to do this is inhibited by local regulations, lack of local liquidity or by local market conditions.
Treasury may decide on a case-by-case basis to actively hedge the currency exposure from net investment in foreign operations. This is done either through additional borrowings in the related currency, or through the use of forward foreign exchange contracts.
Where local currency borrowings, or forward contracts, are used to hedge the currency risk in relation to the Group’s net investment in foreign subsidiaries, these relationships are designated as net investment hedges for accounting purposes.
Exchange risk related to the principal amount of the USD denominated debt either forms part of hedging relationship itself, or is hedged through forward contracts.
|
|
Impact on equity – net investment hedges
A 10% strengthening of the euro against other currencies would have led to €260 million (2022: €280 million) loss in the equity on the net investment hedges used to manage the currency exposure on the Group’s investments.
A 10% weakening of the euro against other currencies would have led to an equal but opposite effect.
Impact on equity – net investments in group companies
A 10% strengthening of the euro against all other currencies would have led to €2,620 million negative retranslation effect (2022:€2,370 million negative retranslation effect).
A 10% weakening of the euro against all other currencies would have led to an equal but opposite effect.
In line with accepted hedge accounting treatment and our accounting policy for financial loans, the retranslation differences would be recognised in equity.
|
|
(iii) Interest rate risk(a)
The Group is exposed to market interest rate fluctuations on its floating-rate debt. Increases in benchmark interest rates could increase the interest cost of our floating-rate debt and increase the cost of future borrowings. The Group’s ability to manage interest costs also has an impact on reported results.
The Group does not have any material floating interest-bearing financial assets or any significant long-term fixed interest-bearing financial assets. Consequently, the Group’s interest rate risk arises mainly from financial liabilities other than lease liabilities.
Taking into account the impact of interest rate swaps, at 31 December 2023, interest rates were fixed on approximately 70% of the expected financial liabilities (excluding lease liabilities) for 2024, and 59% for 2025 (68% for 2023 and 59% for 2024 at 31 December 2022).
As at year end, the Group had the below notional amount of interest rate derivatives outstanding on which hedge accounting is applied:
|
|
Unilever’s interest rate management approach aims for an optimal balance between fixed- and floating-rate interest rate exposures on expected financial liabilities. The objective of this approach is to minimise annual interest costs.
This is achieved either by issuing fixed- or floating-rate long-term debt, or by modifying interest rate exposure through the use of interest rate swaps.
The majority of the Group’s existing interest rate derivatives are designated as fair value hedges and are expected to be effective. The fair value movement of these derivatives is recognised in the income statement, along with any changes in the relevant fair value of the underlying hedged asset or liability.
|
|
Impact on income statement
Assuming that all other variables remain constant, a 1.0 percentage point increase in floating interest rates on a full-year basis as at 31 December 2023 would have led to an additional €77 million of additional finance cost (2022: €85 million additional finance costs).
A 1.0 percentage point decrease in floating interest rates on a full-year basis would have led to an equal but opposite effect.
Impact on equity – cash flow hedges
Assuming that all other variables remain constant, a 1.0 percentage point increase in interest rates on a full-year basis as at
31 December 2023 would have led to an additional €7 million debit in equity from derivatives in cash flow hedge relationships (2022: €1 million credit).
A 1.0 percentage point decrease in interest rates on a full-year basis would have led to an additional €8 million credit in equity from derivatives in cash flow hedge relationships (2022: €1 million debit).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
|
|
|
| Cash flow hedge |
2023 |
2022 |
|
|
|
|
| Currency |
2,605 |
|
1,923 |
|
|
|
|
|
| EUR |
1,250 |
|
– |
|
|
|
|
|
| USD |
1,355 |
|
1,923 |
|
|
|
|
|
| Fair value hedge |
|
|
|
|
|
|
| Currency |
3,566 |
|
3,606 |
|
|
|
|
|
| EUR |
2,000 |
|
2,000 |
|
|
|
|
|
| USD |
1,220 |
|
1,267 |
|
|
|
|
|
| GBP |
346 |
|
339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For interest management purposes, transactions with a maturity shorter than six months from inception date are not included as fixed interest transactions.
The average interest rate on short-term borrowings in 2023 was 5.9% (2022: 1.2%).
|
|
|
|
|
(a)See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.
|
|
|
|
|
|
212 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16B. Management of market risk continued
The following table shows the split in fixed- and floating-rate interest exposures, taking into account the impact of interest rate swaps:
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
| Current financial liabilities |
(5,087) |
|
(5,775) |
|
| Non-current financial liabilities |
(24,535) |
|
(23,713) |
|
| Total financial liabilities |
(29,622) |
|
(29,488) |
|
| Less: lease liabilities |
(1,395) |
|
(1,408) |
|
| Financial liabilities (excluding lease liabilities) |
28,227 |
|
28,080 |
|
| Of which: |
|
|
| Fixed rate (weighted average amount of fixing for the following year) |
(20,527) |
|
(19,594) |
|
16C. Derivatives and hedging
The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are summarised in the following table. Derivatives used to hedge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
|
Trade
and other
receivables |
Current
financial
assets |
Non-Current
financial
assets |
Trade
payables
and other
liabilities |
Current
financial
liabilities |
Non-Current
financial
liabilities |
Total |
| 31 December 2023 |
|
|
|
|
|
|
|
|
|
| Foreign exchange derivatives |
|
|
|
|
|
|
|
|
|
| Fair value hedges |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
| Cash flow hedges |
22 |
|
– |
|
|
– |
|
(28) |
|
– |
|
|
– |
|
(6) |
|
| Hedges on the net investment in foreign operations |
– |
|
– |
|
|
– |
|
– |
|
(42) |
|
(a) |
– |
|
(42) |
|
| Hedge accounting not applied |
7 |
|
37 |
|
(a) |
– |
|
(15) |
|
– |
|
|
– |
|
29 |
|
| Interest rate derivatives |
|
|
|
|
|
|
|
|
|
| Fair value hedges |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
(425) |
|
(425) |
|
| Cash flow hedges |
– |
|
– |
|
|
75 |
|
– |
|
(6) |
|
|
(21) |
|
48 |
|
| Hedge accounting not applied |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
| Commodity contracts |
|
|
|
|
|
|
|
|
|
| Cash flow hedges |
8 |
|
– |
|
|
– |
|
(22) |
|
– |
|
|
– |
|
(14) |
|
| Hedge accounting not applied |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
|
37 |
|
37 |
|
|
75 |
|
(65) |
|
(48) |
|
|
(446) |
|
(410) |
|
|
Total assets |
|
149 |
|
Total liabilities |
|
(559) |
|
(410) |
|
31 December 2022 |
|
|
|
|
|
|
|
|
|
| Foreign exchange derivatives |
|
|
|
|
|
|
|
|
|
| Fair value hedges |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
| Cash flow hedges |
32 |
|
– |
|
|
– |
|
(80) |
|
– |
|
|
– |
|
(48) |
|
| Hedges on the net investment in foreign operations |
– |
|
– |
|
|
– |
|
– |
|
(92) |
|
(a) |
– |
|
(92) |
|
| Hedge accounting not applied |
51 |
|
163 |
|
(a) |
– |
|
(35) |
|
(10) |
|
(a) |
– |
|
169 |
|
| Interest rate derivatives |
|
|
|
|
|
|
|
|
|
| Fair value hedges |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
(522) |
|
(522) |
|
| Cash flow hedges |
– |
|
75 |
|
|
51 |
|
– |
|
– |
|
|
(7) |
|
119 |
|
| Hedge accounting not applied |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
| Commodity contracts |
|
|
|
|
|
|
|
|
|
| Cash flow hedges |
6 |
|
– |
|
|
– |
|
(38) |
|
– |
|
|
– |
|
(32) |
|
| Hedge accounting not applied |
– |
|
– |
|
|
– |
|
– |
|
– |
|
|
– |
|
– |
|
|
89 |
|
238 |
|
|
51 |
|
(153) |
|
(102) |
|
|
(529) |
|
(406) |
|
|
Total assets |
|
378 |
|
Total liabilities |
|
(784) |
|
(406) |
|
(a)Swaps that hedge the currency risk on intra-group loans and offset ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not applied’. See below for further details.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
213 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
16C. Derivatives and hedging continued
Master netting or similar agreements
A number of legal entities within the Group enter into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances, such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the Group does not have a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only upon the occurrence of credit events such as a default.
The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements, assuming the agreements are respected in the relevant jurisdiction.
(i) Financial assets
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related amounts not set
off in the balance sheet |
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| As at 31 December 2023 |
Gross amounts of
recognised
financial assets |
Gross amounts
of recognised
financial assets
set off in the
balance sheet |
Net amounts of
financial assets
presented in the
balance sheet |
Financial
instruments |
Cash collateral
received |
Net amount |
| Derivative financial assets |
191 |
|
(42) |
|
149 |
|
(122) |
|
(6) |
|
21 |
|
| As at 31 December 2022 |
|
|
|
|
|
|
| Derivative financial assets |
449 |
|
(71) |
|
378 |
|
(272) |
|
(81) |
|
25 |
|
(ii) Financial liabilities
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related amounts not set
off in the balance sheet |
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
| As at 31 December 2023 |
Gross amounts
of recognised
financial liabilities |
Gross amounts
of recognised
financial liabilities
set off in the
balance sheet |
Net amounts
of financial
liabilities
presented in the
balance sheet |
Financial
instruments |
Cash collateral
received |
Net amount |
| Derivative financial liabilities |
(601) |
|
42 |
|
(559) |
|
122 |
|
– |
|
(437) |
|
| As at 31 December 2022 |
|
|
|
|
|
|
| Derivative financial liabilities |
(855) |
|
71 |
|
(784) |
|
272 |
|
– |
|
(512) |
|
|
|
|
|
|
|
214 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
17. Investment and return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be
classified as cash and cash equivalents, an asset must:
■be readily convertible into cash;
■have an insignificant risk of changes in value; and
■have a maturity period of typically three months or less at acquisition.
Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.
|
|
Other financial assets
The Group classifies its financial assets into the following measurement categories:
■those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
■those to be measured at amortised cost.
This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the income statement.
All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.
|
|
Debt instruments
The subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories that debt instruments are classified as:
■financial assets at amortised cost;
■financial assets at fair value through other comprehensive income; or
■financial assets at fair value through profit or loss.
(i) Amortised cost
Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI). A gain or loss on a debt investment recognised at amortised cost on derecognition or impairment is recognised in the income statement. Interest income is recognised within finance income using the effective interest rate method.
(ii) Fair value through other comprehensive income
Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or losses which are recognised in the income statement. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity to the income statement. Interest income is included in finance income using the effective interest rate method.
(iii) Fair value through profit or loss
Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value through profit or loss. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held at fair value, with changes being recognised in the income statement. Interest income from these assets is included within finance income.
|
|
Equity instruments
The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from these investments continue to be recognised in the income statement.
|
|
Impairment of financial assets
Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a significant increase in credit risk on an ongoing basis.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Macroeconomic information (such as market interest rates or growth rates) is also considered.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Impairment losses on assets classified as amortised cost are recognised in the income statement. When a later event causes the impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on debt instruments classified as fair value through other comprehensive income are recognised in the income statement.
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
215 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
17A. Financial assets
The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is considered to be the same as the carrying amount for 2023 and 2022. The Group’s cash resources and other financial assets are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
|
Current |
Non-current |
Total |
Current |
Non-current |
Total |
Financial assets(a) |
2023 |
2023 |
2023 |
2022 |
2022 |
2022 |
| Cash and cash equivalents |
|
|
|
|
|
|
| Cash at bank and in hand |
2,862 |
|
– |
|
2,862 |
|
2,553 |
|
– |
|
2,553 |
|
Short-term deposits(b) |
1,181 |
|
– |
|
1,181 |
|
1,743 |
|
– |
|
1,743 |
|
| Other cash equivalents |
116 |
|
– |
|
116 |
|
30 |
|
– |
|
30 |
|
|
4,159 |
|
– |
|
4,159 |
|
4,326 |
|
– |
|
4,326 |
|
| Other financial assets |
|
|
|
|
|
|
Financial assets at amortised cost(c) |
961 |
|
454 |
|
1,415 |
|
772 |
|
232 |
|
1,004 |
|
Financial assets at fair value through other comprehensive income(d) |
151 |
|
458 |
|
609 |
|
– |
|
407 |
|
407 |
|
| Financial assets at fair value through profit or loss: |
|
|
|
|
|
|
| Derivatives |
37 |
|
75 |
|
112 |
|
238 |
|
51 |
|
289 |
|
Other(e) |
582 |
|
399 |
|
981 |
|
425 |
|
464 |
|
889 |
|
|
1,731 |
|
1,386 |
|
3,117 |
|
1,435 |
|
1,154 |
|
2,589 |
|
| Total |
5,890 |
|
1,386 |
|
7,276 |
|
5,761 |
|
1,154 |
|
6,915 |
|
(a)For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which are covered in notes 13 and 14 respectively.
(b)Short-term deposits typically have maturity of up to 3 months.
(c)Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of a recognised cash management process and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €227 million (2022: €199 million).
(d)Included within non-current financial assets at fair value through other comprehensive income are equity investments. These investments are not held by Unilever for trading purposes and hence the Group has opted to recognise fair value movements through other comprehensive income. The fair value movement in 2023 of these equity investments was €(39) million (2022: €41 million).
(e)Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other capital market instruments. Included within non-current financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of €33 million (2022: €39 million), option to acquire non-controlling interest in subsidiaries of €31 million (2022: €41 million) and investments in financial institutions in North America, North Asia, South Asia and Europe.
There were no significant changes on account of change in business model in classification of financial assets since 31 December 2022.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value through other comprehensive income.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Cash and cash equivalents reconciliation to the cash flow statement |
2023 |
2022 |
| Cash and cash equivalents per balance sheet |
4,159 |
|
4,326 |
|
| Less: Bank overdrafts |
(116) |
|
(101) |
|
| Add: Cash and cash equivalents included in assets held for sale |
2 |
|
– |
|
| Less: Bank overdraft included in liabilities held for sale |
– |
|
– |
|
| Cash and cash equivalents per cash flow statement |
4,045 |
|
4,225 |
|
Approximately €0.9 billion (or 21%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The Group maintain access to global debt markets through an infrastructure of short-and long-term debt programmes. The Group make use of plain vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B and 16C on pages
208 to
214.
The remaining €3.3 billion (or 79%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This balance includes €98 million (2022: €449 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the Group to meet its cash obligations.
|
|
|
|
|
|
216 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
17B. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of treasury instruments, including those held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis. This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Group’s Treasury department. Netting agreements are also put in place with Unilever’s principal counter-parties. In the case of a default, these arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Group’s credit exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counter-parties in relation to derivative financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations in respect of derivative financial instruments. At 31 December 2023, the collateral held by Unilever under such arrangements amounted to €6 million (2022: €97 million), of which €6 million (2022: €81 million) was in cash, and nil in 2023 (2022: €16 million) was in the form of bond securities. The non-cash collateral has not been recognised as an asset in the Group’s balance sheet.
Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.
18. Financial instruments fair value risk
The Group is exposed to the risk of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and carrying amounts of financial instruments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
|
Fair value |
Fair value |
Carrying
amount |
Carrying
amount |
| Fair values of financial assets and financial liabilities |
2023 |
2022 |
2023 |
2022 |
| Financial assets |
|
|
|
|
| Cash and cash equivalents |
4,159 |
|
4,326 |
|
4,159 |
|
4,326 |
|
| Financial assets at amortised cost |
1,415 |
|
1,004 |
|
1,415 |
|
1,004 |
|
| Financial assets at fair value through other comprehensive income |
609 |
|
407 |
|
609 |
|
407 |
|
| Financial assets at fair value through profit or loss |
|
|
|
|
| Derivatives |
112 |
|
289 |
|
112 |
|
289 |
|
| Other |
981 |
|
889 |
|
981 |
|
889 |
|
|
7,276 |
|
6,915 |
|
7,276 |
|
6,915 |
|
| Financial liabilities |
|
|
|
|
| Bank loans and overdrafts |
(506) |
|
(519) |
|
(506) |
|
(519) |
|
| Bonds and other loans |
(26,112) |
|
(25,136) |
|
(26,692) |
|
(26,512) |
|
| Lease liabilities |
(1,395) |
|
(1,408) |
|
(1,395) |
|
(1,408) |
|
| Derivatives |
(494) |
|
(631) |
|
(494) |
|
(631) |
|
| Other financial liabilities |
(535) |
|
(418) |
|
(535) |
|
(418) |
|
|
(29,042) |
|
(28,112) |
|
(29,622) |
|
(29,488) |
|
The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2023
and 2022. The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their
short-term nature.
Fair value hierarchy
The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique.
The categories used are as follows:
■Level 1: quoted prices for identical instruments;
■Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
■Level 3: inputs which are not based on observable market data.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
217 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
18. Financial instruments fair value risk continued
For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
€ million |
|
Notes |
Level 1
2023
|
Level 1
2022
|
Level 2
2023
|
Level 2
2022
|
Level 3
2023
|
Level 3
2022
|
Total fair
value
2023
|
Total fair
value
2022
|
| Assets at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
17A |
163 |
|
5 |
|
4 |
|
3 |
|
442 |
|
399 |
|
609 |
|
407 |
|
| Financial assets at fair value through profit or loss: |
|
|
|
|
|
|
|
|
|
Derivatives(a) |
16C |
– |
|
– |
|
149 |
|
378 |
|
– |
|
– |
|
149 |
|
378 |
|
| Other |
17A |
582 |
|
428 |
|
– |
|
– |
|
399 |
|
461 |
|
981 |
|
889 |
|
|
|
|
|
|
|
|
|
|
|
| Liabilities at fair value |
|
|
|
|
|
|
|
|
|
Derivatives(b) |
16C |
– |
|
– |
|
(559) |
|
(784) |
|
– |
|
– |
|
(559) |
|
(784) |
|
| Contingent consideration |
14 |
– |
|
– |
|
– |
|
– |
|
(157) |
|
(164) |
|
(157) |
|
(164) |
|
(a)Includes €37 million (2022: €89 million) derivatives, reported within trade receivables, that hedge trading activities.
(b)Includes €(65) million (2022: €(153) million) derivatives, reported within trade payables, that hedge trading activities.
There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2022. There were also no significant movements between the fair value levels since 31 December 2022.
The impact in 2023 income statement due to Level 3 instruments is a loss of €(68) million (2022: gain of €11 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Reconciliation of movements in Level 3 valuations |
2023 |
2022 |
| 1 January |
696 |
|
748 |
|
| Gains/(losses) recognised in income statement |
(68) |
|
11 |
|
| Gains/(losses) recognised in other comprehensive income |
(8) |
|
55 |
|
| Purchases and new issues |
71 |
|
94 |
|
| Sales and settlements* |
(7) |
|
(212) |
|
| 31 December |
684 |
|
696 |
|
* Includes nil 2023 (2022: €(157) million) movement due to derecognition of Unilever Ventures' equity interest in Nutrafol before business combination (refer to note 21 for more details).
Significant unobservable inputs used in Level 3 fair values
Assets valued using Level 3 techniques include €584 million (2022: €623 million) relating to a number of unlisted investments within Unilever Ventures companies, none of which are individually material; €161 million (2022: €122 million) of long-term cash receivables under life insurance policies and €31 million (2022: €41 million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and liability, a change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly for all assets and liabilities.
Calculation of fair values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31 December 2022.
Assets and liabilities carried at fair value
■The fair values of quoted investments falling into Level 1 are based on current bid prices.
■The fair values of unquoted financial assets at fair value through other comprehensive income and at fair value through profit or loss are based on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
■Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.
■For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
Other financial assets and liabilities (fair values for disclosure purposes only)
■Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
■The fair values of listed bonds are based on their market value.
■Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated future cash flows associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining maturities.
Policies and processes used in relation to the calculation of Level 3 fair values
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation techniques used are specific to the circumstances involved. Unlisted investments include €584 million (2022: €623 million) of investments within Unilever Ventures companies.
|
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|
218 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
19. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable. |
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Provisions |
2023 |
2022 |
| Due within one year |
537 |
|
748 |
|
| Due after one year |
563 |
|
550 |
|
| Total provisions |
1,100 |
|
1,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
€ million |
| Movements during 2023 |
Restructuring |
Legal |
Brazil indirect taxes |
Other |
Total |
| 1 January 2023 |
305 |
|
321 |
|
66 |
|
606 |
|
1,298 |
|
| Additions through business combinations |
– |
|
1 |
|
– |
|
– |
|
1 |
|
| Income statement: |
|
|
|
|
|
| Charges |
58 |
|
91 |
|
11 |
|
209 |
|
369 |
|
| Releases |
(40) |
|
(110) |
|
(2) |
|
(100) |
|
(252) |
|
| Utilisation |
(147) |
|
(37) |
|
(9) |
|
(82) |
|
(275) |
|
| Currency translation |
(1) |
|
(25) |
|
2 |
|
(17) |
|
(41) |
|
| 31 December 2023 |
175 |
|
241 |
|
68 |
|
616 |
|
1,100 |
|
Restructuring provisions primarily include people costs such as redundancy costs and the cost of compensation where manufacturing, distribution, service or selling agreements are to be terminated. The Group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed, along with other consumer product companies and retail customers, Unilever is involved in a number of ongoing investigations by national competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions is uncertain.
Provisions for Brazil indirect taxes are separate from the matters listed as contingent liabilities in note 20. Unilever does not have provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes, the timing of utilisation of these provisions is uncertain.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The timing of utilisation of these provisions is uncertain.
20. Commitments and contingent liabilities
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases of low-value assets, leases which are less than twelve months, variable leases, extension and termination options and leases not yet commenced but which we have committed to. |
|
Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to purchase property, plant and equipment, which are reported in note 10 on pages
197 to
199.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
€ million |
|
Leases |
Leases |
Other Commitments |
Other Commitments |
| Lease commitments and other commitments fall due as follows: |
2023 |
2022 |
2023 |
2022 |
| Within 1 year |
64 |
|
64 |
|
1,510 |
|
1,806 |
|
| Later than 1 year but not later than 5 years |
79 |
|
91 |
|
2,595 |
|
2,020 |
|
| Later than 5 years |
148 |
|
164 |
|
265 |
|
231 |
|
|
291 |
|
319 |
|
4,370 |
|
4,057 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
219 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
20. Commitments and contingent liabilities continued
Contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental, so contingent liabilities are disclosed on the basis of the known maximum exposure. |
Contingent liabilities arise in respect of litigations against group companies, investigations by competition, regulatory and fiscal authorities and obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The majority of contingent liabilities are in respect of fiscal matters in Brazil, with no other contingent liability being individually material.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
| Summary of contingent liabilities |
2023 |
2022 |
| Corporate reorganisation – IPI, PIS and COFINS taxes and penalties |
3,757 |
|
3,292 |
|
| Inputs for PIS and COFINS taxes |
40 |
|
40 |
|
| Goodwill amortisation |
174 |
|
154 |
|
| Other tax assessments – approximately 700 cases |
983 |
|
876 |
|
| Total Brazil Tax |
4,954 |
|
4,362 |
|
| Other contingent liabilities |
575 |
|
609 |
|
| Total contingent liabilities |
5,529 |
|
4,971 |
|
Brazil tax
During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service in respect of indirect taxes regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done by many companies in Brazil. The original dispute was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised in respect of a similar matter. Additionally, during the course of 2014 and between 2017 and 2023, other notices of infringement were issued based on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is €3,757 million (2022: €3,292 million).
The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success in court. In each case we believe our position is strong, so they have not been provided for and are considered to be contingent liabilities. Due to the fiscal environment in Brazil, there remains the possibility of material tax assessments related to the same matters for periods not yet assessed. We expect that tax litigation cases related to this matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case, we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note 19. Unilever does not hold provisions and contingent liabilities for the same matters.
21. Acquisitions and disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies. Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 195 to 197. Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition.
Transaction costs are expensed as incurred.
Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity.
|
|
|
|
|
|
|
|
|
|
|
|
220 |
Unilever Annual Report on Form 20-F 2023 |
|
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|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
21. Acquisitions and disposals continued
2023
In 2023, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2023 is €675 million (2022: €811 million for acquisitions completed during that year). More information related to the 2023 acquisitions is provided below.
|
|
|
|
|
|
Deal completion date |
Acquired/disposed business |
|
|
| 10 January 2023 |
Acquired 51% of Zywie Ventures Private Limited ('OZiva'), a leading plant-based, and clean-label consumer wellness brand focused on the need spaces such as Lifestyle Protein, Hair & Beauty Supplements and Women’s health. |
| 1 May 2023 |
Sold Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and personal care brand includes hair care, skin care, skin cleansing and deodorant products. |
| 1 August 2023 |
Acquired 100% of Yasso Holdings, Inc. ('Yasso'), a premium frozen Greek yogurt brand in the United States offering a high-quality range of low-calorie yet indulgent products. The acquisition is aligned to the premiumisation strategy of Unilever’s Ice Cream Business Group. |
| 1 November 2023 |
Sold Dollar Shave Club to Nexus Capital Management LP. |
On 1 May 2023, Unilever sold the North America Suave business to Yellow Wood Partners LLC for consideration of €592 million. A gain on disposal of €497 million has been recognised (see note 3).
On 18 December 2023, Unilever announced that it has received a binding offer from Yellow Wood Partners LLC to acquire Elida Beauty. Elida Beauty comprises more than 20 beauty and personal care brands including Q-Tips, Caress, Timotei and TIGI. Completion is expected by mid-2024.
On 22 December 2023, the Group announced it had signed an agreement to acquire K18, a premium biotech hair care brand in the US. The transaction completed on 1 February 2024 and the provisional accounting for this transaction, including the valuation of assets and liabilities acquired, is expected to be completed by H1 2024. This acquisition is another step towards the optimisation of Unilever’s portfolio into premium segments.
2022
In 2022, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2022 was €811 million. More information related to the 2022 acquisition is provided below.
|
|
|
|
|
|
Deal completion date |
Acquired/disposed business |
|
|
| 25 April 2022 |
Sold S3, Royale Ambrée and Petit Cheri brands in Spain to Sensogreen Healthcare. |
| 29 April 2022 |
Sold Unilever Life, the direct-selling business in Thailand, to RS Group |
| 1 July 2022 |
Sold ekaterra (global tea business excluding India, Indonesia, Nepal and Ready to Drink) to CVC Capital Partners. ekaterra includes brands such as Lipton, Brooke Bond and PG Tips. Further details are provided below. |
| 7 July 2022 |
Acquired a further 67% of Nutraceutical Wellness, Inc. (Nutrafol) bringing total investment to 80%, a producer based in the US of hair growth solutions for men and women. The acquisition complements Unilever’s existing Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness. Further details are provided below. |
Nutrafol Acquisition
On 7 July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a US-based hair wellness company in which Unilever Ventures previously held a minority stake (13%), to bring Unilever’s total equity interest to 80%. The fair value of Unilever Ventures' equity interest in Nutrafol before the business combination amounted to €157 million, with a gain of €149 million recognised as Other Comprehensive Income prior to derecognition of the investment. Strategically, Nutrafol expands our Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness supported by digital-first capabilities. We believe Unilever’s capabilities and sustainability principles will allow us to protect the legacy of the brand while strengthening it.
The total consideration paid for the 67% share of Nutrafol was €811 million, all of which was settled in cash on completion.
The fair value of net assets recognised on the balance sheet was €487 million. The main asset acquired was the brand intangible valued using an income approach model by estimating future cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key assumptions in the brand valuation were revenue growth and discount rates. A deferred tax liability primarily related to the brand intangibles estimated at €153 million was also recognised. As part of the acquisition, goodwill of €580 million was recognised and was not deductible for tax purposes.
Effect on consolidated income statement
The acquisition deals completed in 2023 have contributed €82 million to the Group turnover and €18 million to the Group operating profit since the date of acquisition. If the acquisition deals completed in 2023 had all taken place at the beginning of the year, Group turnover would have been €59,709 million, and Group operating profit would have been €9,780 million. In 2022, the impact of acquisitions completed in the year was €174 million to Group turnover and €31 million to Group operating profit since the date of acquisition. If all of the acquisitions had taken place at the beginning of 2022, Group turnover for 2022 would have been €60,206 million and Group operating profit would have been €10,772 million.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
221 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
21. Acquisitions and disposals continued
Effect on consolidated balance sheet
Acquisitions
The following table sets out the overall impact of acquisitions in 2023 as well as comparative years on the consolidated balance sheet. The fair values currently used for opening balances are provisional. These balances remain provisional due to there being outstanding relevant information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still ongoing.
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Net assets acquired |
368 |
|
487 |
|
1,372 |
|
| Non-controlling interest |
(20) |
|
(99) |
|
(14) |
|
| Goodwill |
327 |
|
580 |
|
759 |
|
| Total consideration |
675 |
|
968 |
|
2,117 |
|
In 2023, the net assets acquired and total payment for acquisitions consists of:
|
|
|
|
|
|
|
€ million |
|
2023 |
| Intangible assets |
430 |
|
| Other non-current assets |
4 |
|
| Trade and other receivables |
25 |
|
Other current assets(a) |
56 |
|
Non-current liabilities(b) |
(114) |
|
| Current liabilities |
(33) |
|
| Net assets acquired |
368 |
|
| Non-controlling interest |
(20) |
|
Goodwill(c) |
327 |
|
| Total consideration |
675 |
|
| Of which: |
|
| Cash consideration paid |
652 |
|
| Deferred consideration |
23 |
|
(a)Other current assets include inventories of €18 million and cash and cash equivalents of €30 million.
(b)Non-current liabilities include deferred tax of €109 million.
(c)Goodwill not deductible for tax purposes.
Goodwill represents the future value that the Group believes it will obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses. Detailed information relating to goodwill is provided in note 9 on pages
195 to
197.
Disposals
Total consideration for 2023 disposals is €578 million (2022: €4,606 million for disposals completed during that year). The following table sets out the effect of disposals in 2023 and comparative year on the consolidated balance sheet. The results of disposed businesses are included in the consolidated financial statements up until their date of disposal.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
Goodwill and intangible assets(a) |
56 |
|
948 |
|
Other non-current assets(b) |
55 |
|
1,075 |
|
Current assets(c) |
108 |
|
833 |
|
Liabilities(d) |
(144) |
|
(649) |
|
| Net assets sold |
75 |
|
2,207 |
|
| (Gain)/loss on recycling of currency retranslation on disposal |
14 |
|
65 |
|
| Profit/(loss) on sale attributable to Unilever |
489 |
|
2,334 |
|
| Consideration |
578 |
|
4,606 |
|
| Of which: |
|
|
| Cash |
472 |
|
4,606 |
|
| Cash balances of businesses sold |
5 |
|
20 |
|
| Non-cash items and deferred consideration |
101 |
|
(20) |
|
(a)2023 mainly related to the disposal of Suave and Dollar Shave Club.
(b)2023 includes PPE of €42 million and related to the disposal of Dollar Shave Club.
(c)2023 includes inventories of €88 million related to the disposals of Suave and Dollar Shave Club and trade and other receivables of €8 million related to Dollar Shave Club disposal.
(d)2023 includes €123 million of trade payables.
|
|
|
|
|
|
222 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
22. Assets and liabilities held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the non-current assets or groups of assets are remeasured in accordance with the Group’s accounting policies. Subsequently, non-current assets and disposal groups classified as held for sale are valued at the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.
Non-current assets and liabilities held for sale are recognised as current on the balance sheet.
|
On 18 December 2023, Unilever announced that it has received a binding offer from Yellow Wood Partners LLC to acquire Elida Beauty. Elida Beauty comprises more than 20 beauty and personal care brands including Q-Tips, Caress, Timotei and TIGI. As a result, the assets and liabilities of Elida Beauty have been classified as held for sale as at 31 December 2023 and the completion is expected by mid-2024. Following the classification of assets and liabilities as held for sale, they are recognised as current on the balance sheet.
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
|
Total |
Total |
Property, plant and equipment held for sale(a) |
2 |
|
4 |
|
|
|
|
| Disposal groups held for sale |
|
|
| Non-current assets |
|
|
| Goodwill and intangibles |
534 |
|
2 |
|
| Property, plant and equipment |
21 |
|
20 |
|
|
|
|
| Other non-current assets |
1 |
|
– |
|
|
556 |
|
22 |
|
| Current assets |
|
|
| Inventories |
80 |
|
– |
|
| Trade and other receivables |
47 |
|
2 |
|
| Current tax assets |
4 |
|
– |
|
| Cash and cash equivalents |
2 |
|
– |
|
|
|
|
|
133 |
|
2 |
|
| Assets held for sale |
691 |
|
28 |
|
|
|
|
| Current liabilities |
|
|
| Trade payables and other current liabilities |
24 |
|
2 |
|
| Current tax liabilities |
2 |
|
– |
|
Financial liabilities due within one year
|
– |
|
2 |
|
|
|
|
|
26 |
|
4 |
|
| Non-current liabilities |
|
|
|
|
|
| Financial liabilities due after one year |
4 |
|
– |
|
|
|
|
| Deferred tax liabilities |
145 |
|
– |
|
|
149 |
|
– |
|
| Liabilities held for sale |
175 |
|
4 |
|
(a)Includes manufacturing assets held for sale.
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
223 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
23. Related party transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group. |
|
|
Joint ventures
The following related party balances existed with joint venture businesses at 31 December:
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
|
2023 |
2022 |
Related party balances |
Total |
Total |
| Sales to joint ventures |
1,144 |
|
1,158 |
|
| Purchases from joint ventures |
134 |
|
134 |
|
| Receivables from joint ventures |
99 |
|
78 |
|
| Payables to joint ventures |
111 |
|
33 |
|
| Loans to joint ventures |
219 |
|
226 |
|
| Royalties and service fees |
19 |
|
22 |
|
Significant joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi Lipton International Ltd for the rest of the world.
Associates
There are no trading balances due to or from associates.
Langholm Capital II was launched in 2009 and liquidated during 2023. Unilever had invested €65 million in Langholm II, and all outstanding balances and commitments have been closed.
24. Share buyback
On 10 February 2022, we announced a share buyback programme of up to €3 billion to be completed over 2022 and 2023. During 2023, the Group repurchased 31,734,256 (2022: 34,217,605) ordinary shares which are held by Unilever as treasury shares. Consideration paid in 2023 for the repurchase of shares including transaction costs was €1,507 million (2022: €1,509 million) and was recognised in other reserves.
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|
224 |
Unilever Annual Report on Form 20-F 2023 |
|
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
25. Remuneration of auditors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ million |
€ million |
€ million |
|
2023 |
2022 |
2021 |
| Fees payable to the Group’s auditors for the audit of the consolidated and parent |
|
|
|
|
|
|
| company accounts of Unilever PLC |
7 |
|
|
6 |
|
|
5 |
|
|
| Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of |
|
|
|
|
|
|
Unilever PLC pursuant to legislation(a)(b) |
16 |
|
|
17 |
|
|
17 |
|
|
| Total statutory audit fees |
23 |
|
|
23 |
|
|
22 |
|
|
| Fees payable to the Group’s auditors for the audit of non-statutory |
|
|
|
|
|
|
financial statements(c) |
– |
|
|
– |
|
|
5 |
|
|
Audit-related assurance services(d) |
– |
|
|
– |
|
|
– |
|
|
| Other taxation advisory services |
– |
|
|
– |
|
|
– |
|
|
| Services relating to corporate finance transactions |
– |
|
|
– |
|
|
– |
|
|
Other assurance services(e) |
1 |
|
|
1 |
|
|
1 |
|
|
All other non-audit services(d) |
– |
|
|
– |
|
|
– |
|
|
| Total fees payable |
24 |
|
|
24 |
|
|
28 |
|
|
(a)Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial statements and Group reporting returns of subsidiary companies.
(b)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2022: less than
€1 million individually and in aggregate; 2021: less than €1 million individually and in aggregate).
(c)2021 includes €5 million for the audit of carve-out financial statements of ekaterra.
(d)Amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2022: less than €1 million and in aggregate; 2021: less than
€1 million and in aggregate).
(e)2023, 2022 and 2021 include various services, each less than €1 million individually.
26. Events after the balance sheet date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact
of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are
disclosed below. |
|
Dividend
On 8 February 2024, Unilever announced a quarterly dividend with the 2023 fourth-quarter results of £0.3647 per PLC ordinary share. The total value of the announced dividend is €1,067 million.
Debt issuance
On 15 February 2024, Unilever issued €600 million 3.25% fixed rate notes maturing in 2032 and €600 million 3.50% fixed rate notes maturing in 2037.
Brand acquisition
As disclosed elsewhere in this report, the acquisition of K18 completed on 1 February 2024.
|
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|
Unilever Annual Report on Form 20-F 2023 |
225 |
|
|
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|
|
|
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|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Notes to the Consolidated Financial Statements Unilever Group |
27. Significant subsidiaries
The following represents the significant subsidiaries of the Group at 31 December 2023, that principally affect the turnover, profit and net assets of the Group. The percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by Unilever PLC in the company. The companies are incorporated and principally operated in the countries under which they are shown except where stated otherwise.
|
|
|
|
|
|
|
|
|
Country |
Name of company |
Shareholding % |
| Argentina |
Unilever de Argentina S.A. |
100 |
% |
| Australia |
Unilever Australia Limited |
100 |
% |
| Bangladesh |
Unilever Bangladesh Limited |
61 |
% |
| Brazil |
Unilever Brasil Ltda. |
100 |
% |
| Canada |
Unilever Canada, Inc. |
100 |
% |
| China |
Unilever Services (Hefei) Co. Ltd |
100 |
% |
| China |
Wall's (China) Co. Limited |
100 |
% |
| England and Wales |
Unilever UK & CN Holdings Limited |
100 |
% |
| England and Wales |
Unilever Global IP Ltd |
100 |
% |
| England and Wales |
Unilever U.K. Holdings Limited |
100 |
% |
| England and Wales |
Unilever UK Limited |
100 |
% |
| England and Wales |
Unilever U.K. Central Resources Limited |
100 |
% |
| France |
Unilever France S.A.S. |
100 |
% |
| Germany |
Unilever Deutschland GmbH |
100 |
% |
| Germany |
Unilever Deutschland Holding GmbH |
100 |
% |
| India |
Hindustan Unilever Limited |
62 |
% |
| Indonesia |
PT Unilever Indonesia Tbk |
85 |
% |
| Italy |
Unilever Italia Mkt Operations S.R.L. |
100 |
% |
| Mexico |
Unilever de Mexico, S. de R.l. de C.V. |
100 |
% |
| Netherlands |
Mixhold B.V. |
100 |
% |
| Netherlands |
Unilever Finance Netherlands B.V. |
100 |
% |
| Netherlands |
Unilever IP Holdings B.V. |
100 |
% |
| Netherlands |
Unilever Nederland B.V. |
100 |
% |
| Netherlands |
Unilever Europe B.V. |
100 |
% |
| Netherlands |
UNUS Holding B.V. |
100 |
% |
| Pakistan |
Unilever Pakistan Limited |
99 |
% |
| Philippines |
Unilever Philippines, Inc. |
100 |
% |
| Russia |
OOO Unilever Rus |
100 |
% |
| Singapore |
Unilever Asia Private Limited |
100 |
% |
| South Africa |
Unilever South Africa (Pty) Limited |
100 |
% |
| Spain |
Unilever Espana S.A. |
100 |
% |
| Switzerland |
Unilever Finance International AG |
100 |
% |
| Thailand |
Unilever Thai Trading Limited |
100 |
% |
| Turkey |
Unilever Sanayi ve Ticaret Turk A.S. |
100 |
% |
| United States of America |
ConopCo, Inc. |
100 |
% |
| United States of America |
Unilever Capital Corporation |
100 |
% |
| United States of America |
Unilever North America Supply Chain Company LLC |
100 |
% |
| United States of America |
Unilever United States, Inc. |
100 |
% |
| United States of America |
Ben & Jerry's Homemade, Inc. |
100 |
% |
| United States of America |
Paula's Choice, Inc. |
100 |
% |
| United States of America |
The LIV Group, Inc. |
100 |
% |
| Vietnam |
Unilever Vietnam International Company Limited |
100 |
% |
|
|
|
|
|
|
226 |
Unilever Annual Report on Form 20-F 2023 |
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CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Unilever Annual Report on Form 20-F 2023 |
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CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Unilever Annual Report on Form 20-F 2023 |
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FINANCIAL STATEMENTS |
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Unilever Annual Report on Form 20-F 2023 |
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CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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232 |
Unilever Annual Report on Form 20-F 2023 |
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CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
THIS PAGE IS INTENTIONALLY LEFT BLANK
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Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2023 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated – see the notes on page 244. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 244.
See page 226 of the Annual Report and Accounts for a list of the significant subsidiaries.
Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity.
Subsidiary undertakings included in the consolidation
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Algeria – Zone Industrielle Hassi Ameur Oran 31000 |
|
| Unilever Algérie SPA (72.50) |
DZD1,000.00 |
1 |
|
| Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires |
|
| Arisco S.A. |
ARS1.00 |
1 |
|
| Unilever De Argentina S.A. |
ARS1.00 |
1 |
|
| Club de beneficios S.A.U. |
ARS1.00 |
1 |
|
| Argentina – Martín Güemes 24 Sur, San Juan, Provincia de San Juan |
|
| Helket S.A. |
ARS1.00 |
1 |
|
| Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires |
|
| Compre Ahora S.A. |
ARS1.00 |
1 |
|
| Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires |
|
| Urent S.A. |
ARS1.00 |
1 |
|
| Argentina – Tucumán 1, 4th floor, City of Buenos Aires |
|
| Ulands S.A. |
ARS1.00 |
1 |
|
| Australia – 219 North Rocks Road, North Rocks NSW 2151 |
|
| Ben & Jerry’s Franchising Australia Limited |
AUD1.00 |
1 |
|
| TIGI Australia Pty Limited |
AUD1.00 |
2 |
|
|
AUD1.00 |
3 |
|
| Unilever Australia (Holdings) Pty Limited |
AUD1.00 |
1 |
|
| Unilever Australia Group Pty Limited |
AUD2.7414 |
1 |
|
| Unilever Australia Limited |
AUD1.00 |
1 |
|
| Unilever Australia Supply Services Limited |
AUD1.00 |
1 |
|
| Unilever Australia Trading Limited |
AUD1.00 |
1 |
|
| Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 |
|
| Dermalogica Holdings Pty Limited |
AUD1.00 |
1 |
|
| Dermalogica Pty Limited |
AUD2.00 |
1 |
|
| Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000 |
|
| Paula's Choice International Australia Pty Limited |
AUD0.01 |
1 |
|
| Australia – PO Box H237, Australia Square, NSW 1215 |
|
| Brand Evangelists for Beauty Pty Ltd ∆ (68.03) |
|
1 |
|
| Austria – Jakov-Lind-Straße 5, 1020 Wien |
|
| Delico Handels GmbH |
EUR36,336.42 |
1 |
|
| Unilever Austria GmbH |
EUR10,000,000.00 |
1 |
|
| Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong |
|
| Unilever Bangladesh Limited (60.75) |
BDT100.00 |
1 |
|
| Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 |
|
| Unilever Consumer Care Limited (81.98) |
BDT10.00 |
1 |
|
| Belgium – Industrielaan 9, 1070 Brussels |
|
| Unilever Belgium NV/SA |
No Par Value |
1 |
|
| Bolivia – Av. Blanco Galindo, Km. 10.5, Cochabamba |
|
| Unilever Andina Bolivia S.A. |
BOB100.00 |
1 |
|
| Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code 01426-003, São Paulo/SP |
|
| Euphoria Ice Cream Comercio de Alimentos Limitada |
BRL1.00 |
5 |
|
| Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 |
|
| E-UB Comércio Limitada |
BRL1.00 |
5 |
|
| Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20, Parte, Centro, Zip Code 13.271-900 |
|
| Unilever Logistica Serviços Limitada |
BRL1.00 |
5 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP |
|
| Unilever Brasil Gelados Limitada |
BRL1.00 |
5 |
|
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes, Zip Code 04794-000, São Paulo/SP |
|
| Unilever Brasil Limitada |
BRL1.00 |
5 |
|
| Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP |
|
| Unilever Brasil Industrial Limitada |
BRL1.00 |
5 |
|
Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000 |
|
| Mãe Terra Produtos Naturais Limitada |
BRL1.00 |
5 |
|
| Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo |
|
| Smart Home Comércio E Locação De Equipamentos S.A (59.50) |
No Par Value |
1 |
|
| Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo Belo CEP 04614-010 |
|
| Ole Franquia Limitada |
BRL1.00 |
1 |
|
| Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 |
|
| Compra Agora Serviços Digitais Limitada |
BRL1.00 |
5 |
|
| Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1 |
|
| Unilever Bulgaria EOOD |
BGN1,000.00 |
1 |
|
| Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona |
|
| Unilever Ice Cream Bulgaria EOOD |
BGN5,000.00 |
1 |
|
| Cambodia – Morgan Tower Building, Level 15, No. 15F-8A/8B/9/10/11/12/13/14/15/16/17A, Street Sopheak Mongkul, Phum 14, Sangkat Tonle Bassac, Khan Chamkarmon, Phnom Penh |
|
| Unilever (Cambodia) Limited |
KHR20,000.00 |
1 |
|
| Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7 |
|
| Dermalogica (Canada) Limited |
No Par Value |
6 |
|
| Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1 |
|
| Seventh Generation Family & Home ULC |
No Par Value |
7 |
|
| Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2 |
|
| 4012208 Canada Inc. |
No Par Value |
7 |
|
| Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2 |
|
| Unilever Canada Inc. |
No Par Value |
8 |
|
|
No Par Value |
9 |
|
|
No Par Value |
10 |
|
|
No Par Value |
11 |
|
|
No Par Value |
12 |
|
| Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC, V6E 0C5 |
|
| Hourglass Cosmetics Canada Limited |
No Par Value |
1 |
|
| Canada – Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8 |
|
| Elida Beauty Canada Inc. |
USD0.01 |
7 |
|
| Chile – Av. Las Condes, 11.000, comuna de Viatcura, Santiago |
|
| Unilever Chile Limitada |
|
13 |
|
China – Room 1001, No. 398, Caoxi Road (N), Xuhui District, Shanghai, 200030 |
|
|
| Blueair (Shanghai) Sales Co. Limited |
CNY1.00 |
1 |
|
| China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo City, Zhejiang Province |
|
| Ningbo Hengjing Inspection Technology Co., Limited (67.71) |
CNY1.00 |
1 |
|
|
|
|
|
|
|
234 |
Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| China – No. 78, Road II of Seaside Avenue, Cixi Economic and Technical Development Zone, (Hangzhou Bay New Zone), Ningbo |
|
| Qinyuan Group Co. Limited (67.71) |
CNY1.00 |
1 |
|
| China – Room 744, 9F, No. 583 Lingling Road, Xuhui District, Shanghai, 200030 |
|
| Shanghai Qinyuan Environment Protection Technology Co. Limited (67.71) |
CNY1.00 |
1 |
|
| China – No.33 North Fuquan Road, Changning District, Shanghai, 200335 |
|
| Unilever (China) Investing Company |
USD1.00 |
1 |
|
| China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Anhui, 230601 |
|
| Unilever (China) Limited |
USD1.00 |
1 |
|
| Unilever Services (Hefei) Co. Ltd. |
CNY1.00 |
1 |
|
| China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin |
|
| Unilever (Tianjin) Company Limited |
USD1.00 |
1 |
|
| China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai |
|
| Unilever Foods (China) Co. Limited |
USD1.00 |
1 |
|
| China – No. 166, Lihua Avenue West, Qinglong Town, Pengshan District, Meishan City, Sichuan province 620800 |
|
| Unilever (Sichuan) Company Limited |
USD1.00 |
1 |
|
| China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076 |
|
| Wall`s (China) Co. Limited |
USD1.00 |
1 |
|
| China – No. 358, Xingci 1 Road, Hangzhou Bay, New District, Ningbo, 315336 |
|
| Zhejiang Qinyuan Water Treatment Technology Co. Limited (67.71) |
CNY1.00 |
1 |
|
| China – Room 326, 3rd Floor, Xinmao Building, 2 South Taizhong Road, (Shanghai) Pilot Free Trade Zone |
|
| Uchieve Commerce (Shanghai) Co., Ltd. |
CNY1.00 |
1 |
|
| China – Floor 1, Building 2, No. 33, North Fuquan Road, Changning District, Shanghai, 200335 |
|
| Shanghai CarverKorea Limited |
USD1.00 |
1 |
|
| China- 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai |
|
| Paula's Choice (Shanghai) Trading Co. Limited |
CNY10,000,000 |
8 |
|
|
CNY10,000,000 |
9 |
|
| China- Room 1436, No.1256 and 1258, Wanrong Road, Jingan District, Shanghai |
|
| Paula's Choice (Shanghai) Technology Co. Limited |
CNY1.00 |
1 |
|
| China- Zibian 2105, No.63, Mingzhu Avenue (North), Conghua District, Guangzhou City |
|
| Unilever (Guangzhou) Co. Limited |
CNY1.00 |
1 |
|
| China – Room 407, No 1256&1258 Wan Rong Road, Shanghai |
|
| UPD China Limited |
CNY1.00 |
1 |
|
| Colombia – Avenida Carrera 45, 108-27 Torre 3 Piso, 5Y 6 Bogotá D.C. |
|
| Unilever Andina Colombia Limitada |
COP100.00 |
1 |
|
| ULeX Colombia S.A.S. |
COP100.00 |
1 |
|
| Costa Rica – De la intersección Cariari, 400 mts. Oeste y 800 mts al Norte, frente a sede Testigos de Jehová, Planta Industrial Lizano, Heredia, Belén, La Asunción de Belén |
|
| Unilever de Centroamerica S.A. |
CRC1.00 |
1 |
|
| Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte |
|
| UL Costa Rica SCC S.A. |
CRC1.00 |
1 |
|
| Côte d'Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi |
|
| Unilever-Côte d'Ivoire (99.33) |
XOF2,650.00 |
1 |
|
| Côte d'Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26 |
|
| Unilever Afrique de l’Ouest |
XOF10,000.00 |
1 |
|
| Croatia – Strojarska cesta 20, 10000 Zagreb |
|
| Unilever Hrvatska d.o.o. |
HRK1.00 |
1 |
|
| Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa |
|
| Unilever Suchel, S.A. (60) |
USD1,000.00 |
56 |
|
| Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia |
|
| Unilever Tseriotis Cyprus Limited (84) |
EUR1.00 |
1 |
|
| Czech Republic – Voctářova 2497/18, 180 00 Praha 8 |
|
| Unilever ČR, spol. s r.o. |
CZK210,000.00 |
1 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| UNILEVER RETAIL ČR, spol. s r.o. v likvidaci (in liquidation) |
CZK100,000.00 |
1 |
|
| Denmark – Ørestads Boulevard 73, 2300 København S |
|
| Unilever Danmark A/S |
DKK1,000.00 |
1 |
|
| Denmark – Petersmindevej 30, 5000 Odense C |
|
| Unilever Produktion ApS |
DKK100.00 |
1 |
|
| Djibouti-Haramous, BP 169 |
|
| Unilever Djibouti FZCO Limited |
USD200.00 |
1 |
|
| Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo Domingo |
|
| Unilever Caribe, S.A. |
DOP1,000.00 |
1 |
|
| Ecuador – Km 25 Vía a Daule, Guayaquil |
|
| Unilever Andina Ecuador S.A. |
USD1.00 |
1 |
|
| Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of October City, Giza |
|
| Unilever Mashreq for Manufacturing and Trading (SAE) |
EGP10.00 |
1 |
|
| Unilever Egypt for Shared Consultations Services |
EGP10.00 |
1 |
|
| Egypt – Public Free Zone, Alexandria |
|
| Unilever Mashreq International Company |
USD1,000.00 |
5 |
|
| Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria |
|
| Unilever Mashreq Trading LLC (in liquidation) |
EGP1000.00 |
5 |
|
| Commercial United for Import and Export LLC |
EGP1000.00 |
1 |
|
| Egypt – 15 Sphinx Square, El-Mohandsin, Giza |
|
| Unilever Mashreq for Import and Export LLC |
EGP100.00 |
1 |
|
| El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 avenida norte, Colonia Escalón, San Salvador |
|
| Unilever El Salvador, SCC S.A. de C.V. |
USD1.00 |
1 |
|
| Unilever de Centro America S.A. de C.V. |
USD11.00 |
1 |
|
| England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY |
|
| Accantia Group Holdings (unlimited company) |
GBP0.01 |
1 |
|
| Alberto-Culver (Europe) Limited |
GBP1.00 |
1 |
|
| Alberto-Culver Group Limited |
GBP1.00 |
1 |
|
| Alberto-Culver UK Holdings Limited |
GBP1.00 |
1 |
|
| Alberto-Culver UK Products Limited |
GBP1.00 |
1 |
|
|
GBP5.00 |
14 |
|
| Associated Enterprises Limited° |
GBP1.00 |
1 |
|
| CPC (UK) Pension Trust Limited |
|
16 |
|
| GroNext Technologies Limited |
GBP1.00 |
1 |
|
| Hourglass Cosmetics UK Limited |
GBP1.00 |
1 |
|
| Margarine Union (1930) Limited° |
GBP1.00 |
1 |
|
|
GBP1.00 |
18 |
|
|
GBP1.00 |
68 |
|
|
GBP1.00 |
69 |
|
| MBUK Trading Limited |
GBP1.00 |
1 |
|
| Mixhold Investments Limited |
GBP1.00 |
1 |
|
| ND4A Limited |
GBP1.00 |
1 |
|
| TIGI Holdings Limited |
GBP1.00 |
1 |
|
| Toni & Guy Products Limited° |
GBP0.001 |
1 |
|
| UAC International Limited |
GBP1.00 |
1 |
|
| UML Limited |
GBP1.00 |
1 |
|
| Unidis Forty Nine Limited |
GBP1.00 |
1 |
|
| Unilever AC Limited |
GBP1.00 |
1 |
|
| Unilever Assam Estates Limited |
GBP1.00 |
1 |
|
| Unilever Company for Industrial Development Limited |
GBP1.00 |
1 |
|
| Unilever Company for Regional Marketing and Research Limited |
GBP1.00 |
1 |
|
| Unilever Corporate Holdings Limited° |
GBP1.00 |
1 |
|
| Unilever Employee Benefit Trustees Limited |
GBP1.00 |
1 |
|
| Unilever Group Limited° |
GBP0.25 |
1 |
|
| Unilever South India Estates Limited° |
GBP1.00 |
1 |
|
|
GBP1.00 |
15 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
235 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Unilever S.K. Holdings Limited |
GBP1.00 |
1 |
|
| Unilever Overseas Holdings Limited° |
GBP1.00 |
1 |
|
| Unilever Superannuation Trustees Limited |
GBP1.00 |
1 |
|
| Unilever U.K. Central Resources Limited |
GBP1.00 |
1 |
|
| Unilever U.K. Holdings Limited° |
GBP1.00 |
1 |
|
| Unilever UK & CN Holdings Limited |
GBP1.00 |
2 |
|
|
GBP1.00 |
3 |
|
|
GBP10.00 |
24 |
|
| Unilever UK Group Limited |
GBP1.00 |
2 |
|
|
GBP1.00 |
3 |
|
|
GBP1.00 |
21 |
|
| Unilever US Investments Limited° |
GBP1.00 |
1 |
|
| United Holdings Limited° |
GBP1.00 |
1 |
|
| England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH |
|
| BBG Investments (France) Limited (in liquidation) |
GBP1.00 |
1 |
|
| Unilever Australia Investments Limited (in liquidation) |
GBP1.00 |
1 |
|
| Unilever Australia Partnership Limited (in liquidation) |
GBP1.00 |
1 |
|
| Unilever Australia Services Limited (in liquidation) |
GBP1.00 |
1 |
|
| Unilever Innovations Limited (in liquidation) |
GBP0.10 |
1 |
|
| England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking Road, Leatherhead, Surrey, KT22 8JB |
|
| Dermalogica (UK) Limited |
GBP1.00 |
1 |
|
| England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU |
|
Twenty Nine Capital Partners Limited Partnership
∞ (80) |
|
4 |
|
| Unilever Ventures III Limited Partnership ∞ (86.25) |
|
4 |
|
| England and Wales – Union House, 182-194 Union Street, London, SE1 0LH |
|
| REN Skincare Limited |
GBP1.00 |
1 |
|
| REN Limited |
GBP0.01 |
1 |
|
| Murad Europe Limited |
GBP1.00 |
1 |
|
| England and Wales – 3 St James Road, Kingston Upon Thames, Surrey, KT1 2BA |
|
| Alberto-Culver Company (U.K.) Limited |
GBP1.00 |
1 |
|
| Nature Delivered Limited |
GBP0.001 |
1 |
|
|
GBP0.001 |
79 |
|
|
GBP0.001 |
84 |
|
| Marshfield Bakery Limited |
GBP0.01 |
1 |
|
| TIGI International Limited |
GBP1.00 |
1 |
|
| Unilever Pension Trust Limited |
GBP1.00 |
1 |
|
| Unilever UK Limited |
GBP1.00 |
1 |
|
| Unilever UK Pension Fund Trustees Limited |
GBP1.00 |
1 |
|
| USF Nominees Limited |
GBP1.00 |
1 |
|
| England and Wales – 1 More Place, London, SE1 2AF |
|
| Accantia Health and Beauty Limited (in liquidation) |
GBP0.25 |
1 |
|
| Unilever Bestfoods UK Limited (in liquidation) |
GBP1.00 |
1 |
|
| England and Wales –C/O Tmf Group, 13th Floor, One Angel Court, London, EC2R 7HJ |
|
| Twenty Nine Capital Partners (General Partner) Limited |
GBP1.00 |
1 |
|
| Unilever Ventures Limited |
GBP1.00 |
1 |
|
| Unilever Ventures General Partner Limited |
GBP1.00 |
1 |
|
| England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD |
|
| Unilever Global IP Limited° |
GBP1.00 |
1 |
|
| England and Wales – Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL |
|
| Paula`s Choice UK Limited |
GBP1.00 |
1 |
|
England and Wales – 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT
|
|
| Brand Evangelists for Beauty Limited∆ (80.30) |
GBP1.00 |
2 |
|
| (100) |
GBP1.00 |
58 |
|
| (100) |
GBP1.00 |
86 |
|
| (66.47) |
GBP1.00 |
71 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| (82.92) |
GBP1.00 |
63 |
|
| Estonia – Harju maakond, Tallinn, Haabersti linnaosa, Paldiski mnt 96, 13522 |
|
| Unilever Eesti Aktsiaselts |
EUR6.30 |
1 |
|
| Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa |
|
| Unilever Manufacturing PLC |
ETB1,000.00 |
1 |
|
| Finland – Post Box 254, 00101 Helsinki |
|
| Unilever Finland Oy |
EUR16.82 |
1 |
|
| Unilever Ingman Production Oy |
EUR1000.00 |
1 |
|
| France – 20, rue des Deux Gares, 92500, Rueil-Malmaison |
|
| Bestfoods France Industries S.A.S. (99.99) |
No Par Value |
1 |
|
| Cogesal-Miko S.A.S. (99.99) |
No Par Value |
1 |
|
| Fralib Sourcing Unit S.A.S. (99.99) |
No Par Value |
1 |
|
| Saphir S.A.S. (99.99) |
EUR1.00 |
1 |
|
| Tigi Services France S.A.S. (99.99) |
No Par Value |
1 |
|
| U-Labs S.A.S. (99.99) |
No Par Value |
1 |
|
| Unilever France S.A.S. (99.99) |
No Par Value |
1 |
|
| Unilever France Holdings S.A.S. (99.99) |
EUR1.00 |
1 |
|
| Unilever France HPC Industries S.A.S. (99.99) |
EUR1.00 |
1 |
|
| Unilever Retail Operations France (99.99) |
No Par Value |
1 |
|
| France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny |
|
| Amora Maille Societe Industrielle S.A.S. (99.99) |
No Par Value |
1 |
|
France – 42, rue Jean de La Fontaine, Paris, 75016 |
|
| Laboratoire Garancia |
EUR62.50 |
1 |
|
| UPD EU |
EUR1.00 |
1 |
|
| Germany – Wiesenstraße 21. 40549 Düsseldorf |
|
| Dermalogica GmbH |
EUR25,000.00 |
1 |
|
| Germany – Spitaler Straße 16, 20095 Hamburg |
|
| ProCepta Service GmbH |
EUR28,340.00 |
1 |
|
|
EUR2.00 |
1 |
|
| Germany – Neue Burg 1, 20457 Hamburg |
|
| DU Gesellschaft für Arbeitnehmerüberlassung mbH (99.99) |
DEM50,000.00 |
1 |
|
| Unilever Deutschland GmbH |
EUR90,000,000.00 |
1 |
|
|
EUR2,000,000.00 |
1 |
|
|
EUR1,000,000.00 |
1 |
|
|
EUR 100.000,00 |
1 |
|
| Unilever Deutschland Holding GmbH |
EUR39,000.00 |
1 |
|
|
EUR18,000.00 |
1 |
|
|
EUR14,300.00 |
1 |
|
|
EUR5,200.00 |
1 |
|
|
EUR6,500.00 |
1 |
|
| Unilever Deutschland Produktions GmbH & Co. OHG |
|
4 |
|
| Unilever Deutschland Produktions Verwaltungs GmbH |
EUR179,000.00 |
1 |
|
| Unilever Deutschland Supply Chain Services GmbH |
EUR51,150.00 |
1 |
|
| T2 Germany GmbH |
EUR1.00 |
1 |
|
| Germany – Langnesestraße 1, 64646 Heppenheim |
|
| Maizena Grundstücksverwaltung Gesellschaft mit beschränkter Haftung & Co. offene Handelsgesellschaft |
|
4 |
|
| Rizofoor Gesellschaft mit beschränkter Haftung |
EUR15,350.00 |
1 |
|
|
EUR138,150.00 |
1 |
|
| Schafft GmbH |
EUR63,920.00 |
1 |
|
|
EUR100,000.00 |
1 |
|
| Germany – Rotebühlplatz 21, 70178 Stuttgart |
|
|
|
| TIGI Eurologistic GmbH |
EUR100.00 |
1 |
|
|
EUR24,900.00 |
1 |
|
| TIGI Haircare GmbH |
EUR25,600.00 |
1 |
|
| Germany – Wiesenstr. 21, 40549 Düsseldorf |
|
|
| Murad GmbH |
EUR1.00 |
1 |
|
| Ren GmbH |
EUR1.00 |
1 |
|
|
|
|
|
|
|
236 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Germany – Zehdenicker Str. 110119, Berlin |
|
|
| Paula’s Choice Germany GmbH |
|
4 |
|
| Ghana – Swanmill, Kwame Nkrumah Avenue, Accra |
|
| Millers Swanzy (Ghana) Limited (74.50) |
GHC1.00 |
1 |
|
| Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema |
|
| Unilever Ghana PLC (74.50) |
GHC0.0192 |
1 |
|
| Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia |
|
| Elais Unilever Hellas SA |
EUR10.00 |
1 |
|
| Unilever Knorr SA |
EUR10.00 |
1 |
|
| Unilever Logistics SA |
EUR10.00 |
1 |
|
| Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center |
|
| Unilever de Centroamerica S.A. |
GT60.00 |
1 |
|
| Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville |
|
| Les Condiments Alimentaires, S.A. (61) |
HTG1000.00 |
1 |
|
| Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C. |
|
| Unilever de Centroamerica S.A. |
HNL10.00 |
1 |
|
| Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai |
|
| Blueair Asia Limited |
HKD0.10 |
1 |
|
| Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate |
|
| Unilever Hong Kong Limited |
No Par Value |
1 |
|
| Hong Kong-Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon |
|
| Hourglass Cosmetics Hong Kong Limited |
HKD1.00 |
1 |
|
| Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty |
|
| Hong Kong CarverKorea Limited |
HKD1.00 |
7 |
|
| Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay |
|
| UPD Hong Kong Limited |
HKD100.00 |
1 |
|
| Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay |
|
| Go-Uni Limited (67) |
USD14.376.000 |
1 |
|
| Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty |
|
| Paula's Choice Hong Kong Limited |
HKD1.00 |
1 |
|
| Paula's Choice Hong Kong Distribution Services Limited |
HKD1,000.00 |
1 |
|
| Hungary – 1138-Budapest, Váci út 121-127. |
|
| Unilever Magyarország Kft |
HUF1.00 |
1 |
|
| India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099 |
|
| Daverashola Estates Private Limited (61.90) |
INR10.00 |
1 |
|
| Hindlever Trust Limited (61.90) |
INR10.00 |
1 |
|
| Hindustan Unilever Limited° (61.90) |
INR1.00 |
1 |
|
| Jamnagar Properties Private Limited (61.90) |
INR10.00 |
1 |
|
| Lakme Lever Private Limited (61.90) |
INR10.00 |
1 |
|
| Levers Associated Trust Limited (61.90) |
INR10.00 |
1 |
|
| Levindra Trust Limited (61.90) |
INR10.00 |
1 |
|
| Pond’s Exports Limited (61.90) |
INR1.00 |
1 |
|
| Unilever India Limited (61.90) |
INR1.00 |
1 |
|
| Unilever India Exports Limited (61.90) |
INR10.00 |
1 |
|
| Unilever Industries Private Limited° |
INR10.00 |
1 |
|
| Unilever Ventures India Advisory Private Limited |
INR1.00 |
1 |
|
| India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi |
|
| Blueair India Private Limited |
INR10. 00 |
1 |
|
| India – C/o.Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel, Mumbai, Maharashtra, 400012 |
|
| Jech India Private Limited |
INR10. 00 |
1 |
|
| Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345 |
|
| PT Unilever Indonesia Tbk (84.99) |
IDR2.00 |
1 |
|
| PT Unilever Enterprises Indonesia (99.99) |
IDR1,000.00 |
1 |
|
| PT Unilever Trading Indonesia |
IDR1,003,875.00 |
1 |
|
| Indonesia – Gedung Pasaraya Blok M Gedung B Lantai 6 dan 7 Jalan Iskandarsyah II no. 2, DKI Jakarta |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| PT Gerai Cepat Untung (88.19) |
IDR100,000.00 |
1 |
|
| Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara |
|
| PT Unilever Oleochemical Indonesia |
IDR1,000,000.00 |
1 |
|
| Iran – No 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran |
|
| Unilever Iran (Private Joint Stock Company) (99.99) |
IRR1,000,000.00 |
1 |
|
| Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus, Dublin 24 |
|
| Lipton Soft Drinks (Ireland) Limited |
EUR1.26 |
1 |
|
| Unilever Ireland (Holdings) Limited |
EUR1.26 |
1 |
|
| Unilever Ireland Limited |
EUR1.26 |
1 |
|
| Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL |
|
| Rational International Enterprises Limited |
USD1.00 |
1 |
|
| Israel – 3 Gilboa St., Airport City, Ben Gurion Airport |
|
| Beigel & Beigel Mazon (1985) Limited |
ILS1.00 |
1 |
|
| Israel – 52 Julius Simon Street, Haifa, 3296279 |
|
| Bestfoods TAMI Holdings Ltd |
ILS0.001 |
1 |
|
| Israel Vegetable Oil Company Ltd |
ILS0.0001 |
1 |
|
| Unilever Israel Foods Ltd |
ILS0.10 |
35 |
|
|
ILS0.10 |
79 |
|
|
ILS0.10 |
17 |
|
|
ILS0.0002 |
25 |
|
| Unilever Israel Home and Personal Care Limited |
ILS1.00 |
1 |
|
| Unilever Israel Marketing Ltd |
ILS0.0001 |
1 |
|
| Unilever Shefa Israel Ltd |
ILS1.00 |
1 |
|
| Israel – Haharoshet 1, PO Box 2288, Akko, 2451704 |
|
| Glidat Strauss Limited |
ILS1.00 |
30 |
|
|
ILS1.00 |
1 |
|
|
ILS1.00 |
31 |
|
| Italy – Piazza Paleocapa 1/D, 10100, Torino |
|
| Gromart S.R.L. |
EUR1,815,800.00 |
1 |
|
| Italy – Viale Sarca 235, 20126 Milan |
|
| Unilever Italia Administrative Services S.R.L. |
EUR70,000.00 |
1 |
|
| Italy – Via Paolo di Dono 3/A 00142 Roma |
|
| Unilever Italia Logistics S.R.L. |
EUR600,000.00 |
1 |
|
| Unilever Italia Manufacturing S.R.L. |
EUR10,000,000.00 |
1 |
|
| Unilever Italia Mkt Operations S.R.L. |
EUR25,000,000.00 |
1 |
|
| Unilever Italy Holdings S.R.L. |
EUR1,000.00 |
1 |
|
| Italy – Via Plava, 74 10135 Torino |
|
| Equilibra S.R.L. (75) |
EUR1.00 |
1 |
|
| Armores Srl (75) |
EUR1.00 |
1 |
|
| Syrio Srl (75) |
EUR100,000 |
1 |
|
| Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano |
|
| UPD Italia S.r.l. |
EUR10,000.00 |
1 |
|
| Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 |
|
| Unilever Japan Customer Marketing K.K. |
JPY100,000,001.00 |
1 |
|
| Unilever Japan Holdings G.K. |
JPY10,000,000.00 |
1 |
|
| Unilever Japan K.K. |
JPY100,000,001.00 |
1 |
|
| Unilever Japan Service K.K. |
JPY50,000,000.00 |
1 |
|
| Rafra Japan K.K. |
JPY20,000,000.00 |
7 |
|
| Japan – Ark Hills Sengokuyama Mori Tower 28F, 1-9-10 Roppongi, Minato-ku, Tokyo |
|
| UPD Japan K.K. |
JPY 50,000.00 |
1 |
|
| Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT |
|
| Unilever Chile Investments Limited |
GBP1.00 |
1 |
|
| Jordan – Ground floor- Office No.1, GH24 Building, Business Park, Development Zone, Amman |
|
| Unilever Jordan for Marketing Services |
JOD1000.00 |
1 |
|
| Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty |
|
| Unilever Kazakhstan LLP |
|
4 |
|
| Kenya – Commercial Street, Industrial Area, PO Box 30062-00100, Nairobi |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
237 |
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|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Unilever Kenya Limited° |
KES20.00 |
1 |
|
| Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul |
|
| Unilever Korea Chusik Hoesa |
KRW10,000.00 |
1 |
|
| Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul |
|
| CARVERKOREA Co., Limited (97.47) |
KRW500.00 |
7 |
|
| Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul |
|
| Paula's Choice Korea, Limited |
KRW1.00 |
1 |
|
| Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital |
|
| Unilever Services (Lao) Sole Co. Limited |
LAK80,000.00 |
1 |
|
| Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010 |
|
| Unilever Baltic LLC |
EUR1.00 |
1 |
|
| Lebanon – Sin El Fil, Dolphin Building, 3rd Floor, Beirut |
|
| Unilever Levant s.a.r.l. |
LBP1,000,000.00 |
1 |
|
| Lithuania – Skuodo st. 28, Mazeikiai, LT-89100 |
|
| UAB Unilever Lietuva distribucija |
EUR3,620.25 |
1 |
|
| UAB Unilever Lietuva ledu gamyba |
EUR3,620.25 |
1 |
|
| Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi |
|
| Unilever South East Africa (Private) Limited |
MWK2.00 |
1 |
|
| Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan |
|
| Paula's Choice Malaysia SEA Sdn. Bhd. |
No Par Value |
1 |
|
| Unilever (Malaysia) Holdings Sdn. Bhd. |
No Par Value |
1 |
|
| Unilever (Malaysia) Services Sdn. Bhd. |
No Par Value |
1 |
|
| Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México |
|
| Unilever de Mexico S. de R.L. de C.V. |
|
4 |
|
| Unilever Holding Mexico S.de R.L. de C.V. |
|
4 |
|
| Unilever Manufacturera S.de R.L. de C.V. |
|
4 |
|
| Unilever Real Estate Mexico S.de R.L. de C.V. |
|
4 |
|
| Mexico – Fraccionamiento Parque Industrial Nexictoxus ADN2, Salinas Victoria, Nuevo Leon, 65559 |
|
| Unilever NA Sourcing West S. de R.L. de C.V. |
|
4 |
|
| Moldova – 6A Uzinelor Street, Kishinev, MD -2023 |
|
| Betty Ice Moldova S.R.L. |
MDL7,809,036.00 |
1 |
|
| Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca |
|
| Unilever Maghreb S.A. |
MAD100.00 |
1 |
|
| Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo |
|
| Unilever Mocambique Limitada |
USD0.01 |
1 |
|
| Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411 |
|
| Unilever (Myanmar) Limited |
MMK11,129,679,600.00 |
1 |
|
| Unilever (Myanmar) Services Limited |
MMK2,000,000.00 |
1 |
|
| Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3, Hlaing Thar Yar Township, Yangon, 11401. |
|
| Unilever EAC Myanmar Company Limited (60) |
MMK500,000,000,000. 00 |
1 |
|
| Nepal –Hetauda-3, Basamadi Makawnapur |
|
| Unilever Nepal Limited (49.52) |
NPR100.00 |
1 |
|
| Netherlands – Weena 455, 3013 AL Rotterdam |
|
| Alberto-Culver Netherlands B.V. |
EUR1.00 |
2 |
|
|
EUR1.00 |
3 |
|
| Argentina Investments B.V. |
EUR454.00 |
1 |
|
| BFO Holdings B.V. |
EUR1.00 |
1 |
|
| Brazinvest B.V. |
EUR1.00 |
1 |
|
| Chico-invest B.V. |
EUR455.00 |
1 |
|
| Doma B.V. |
NLG1,000.00 |
1 |
|
| Handelmaatschappij Noorda B.V. |
NLG1,000.00 |
1 |
|
| Hourglass Cosmetics Europe B.V. |
EUR1.00 |
1 |
|
| Unilever Foods & Refreshments Global B.V. |
EUR453.78 |
1 |
|
| Itaho B.V. |
EUR1.00 |
1 |
|
| Lipoma B.V. |
NLG1,000.00 |
1 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Marga B.V. |
EUR1.00 |
1 |
|
| Mavibel (Maatschappij voor Internationale Beleggingen) B.V. |
EUR1.00 |
1 |
|
| Mexinvest B.V. |
EUR1.00 |
1 |
|
| Mixhold B.V.° |
EUR1.00 |
2 |
|
|
EUR1.00 |
3 |
|
|
EUR1.00 |
26 |
|
| N.V. Elma |
NLG1,000.00 |
1 |
|
|
NLG1,000.00 |
27 |
|
| New Asia B.V. |
EUR1.00 |
1 |
|
| Nommexar B.V. |
EUR1.00 |
1 |
|
| Ortiz Finance B.V. |
NLG100.00 |
1 |
|
| Pabulum B.V. |
NLG1,000.00 |
1 |
|
| Rizofoor B.V. |
NLG1,000.00 |
1 |
|
| Rolf von den Baumen’s Vetsmelterij B.V. |
EUR454.00 |
1 |
|
| Rolon B.V. |
NLG1,000.00 |
1 |
|
| Saponia B.V. |
NLG1,000.00 |
1 |
|
| ThaiB1 B.V. |
NLG1,000.00 |
1 |
|
| ThaiB2 B.V. |
NLG1,000.00 |
1 |
|
| Unilever Administration Centre B.V. |
EUR1.00 |
1 |
|
| Unilever Alser B.V. |
EUR1.00 |
1 |
|
| Unilever Berran B.V. |
EUR1.00 |
1 |
|
| Unilever Canada Investments B.V. |
EUR1.00 |
1 |
|
| Unilever Caribbean Holdings B.V. |
EUR1,800.00 |
1 |
|
| Unilever Employment Services B.V. |
NLG1,000.00 |
1 |
|
| Unilever Europe B.V. |
EUR1.00 |
1 |
|
| Unilever Europe Business Center B.V. |
EUR454.00 |
1 |
|
| Unilever Finance International B.V. |
EUR1.00 |
1 |
|
Unilever Finance Netherlands B.V.o |
EUR1.00 |
1 |
|
| FoodServiceHub B.V. |
EUR1.00 |
1 |
|
| Unilever Global Services B.V. |
EUR1.00 |
1 |
|
| Unilever Holdings B.V. |
EUR454.00 |
1 |
|
| Unilever IP Holdings B.V. |
EUR1.00 |
1 |
|
| Unilever Indonesia Holding B.V. |
EUR1.00 |
1 |
|
| Unilever Insurances N.V. |
EUR454.00 |
1 |
|
| Unilever International Holdings B.V.° |
EUR1.00 |
1 |
|
| Unilever Netherlands Retail Operations B.V. |
EUR1.00 |
1 |
|
| Unilever Nederland Holdings B.V. |
EUR454.00 |
1 |
|
| Unilever Nederland Services B.V. |
EUR460.00 |
1 |
|
| Unilever PL Netherlands B.V. |
EUR1.00 |
1 |
|
| Unilever Turkey Holdings B.V. |
EUR1.00 |
1 |
|
| Unilever US Investments B.V.° |
EUR1.00 |
1 |
|
| Unilever Ventures Holdings B.V. |
EUR453.79 |
1 |
|
| Univest Company B.V. |
EUR1.00 |
1 |
|
| UNUS Holding B.V. |
EUR0.10 |
2 |
|
|
EUR0.10 |
3 |
|
|
Non-voting† |
|
|
| Verenigde Zeepfabrieken B.V. |
NLG1,000.00 |
1 |
|
| Wemado B.V. |
NLG1,000.00 |
1 |
|
| Netherlands – Hofplein 19 3032 AC Rotterdam |
|
| Unilever Nederland B.V. |
EUR454.00 |
1 |
|
| Netherlands – Valkweg 2 7447JL Hellendoorn |
|
| Ben en Jerry’s Hellendoorn B.V. |
EUR453.78 |
1 |
|
| Netherlands – Markhek 5, 4824 AV Breda |
|
| De Korte Weg B.V. |
EUR1.00 |
1 |
|
|
EUR1.00 |
26 |
|
|
Non-voting† |
|
|
| Netherlands – Bronland 14, 6708 WH Wageningen |
|
| Unilever Innovation Centre Wageningen B.V. |
EUR460.00 |
1 |
|
| Netherlands – Grote Koppel 7, 3813 AA Amersfoort |
|
| Paula's Choice Europe B.V. |
EUR1.00 |
1 |
|
|
|
|
|
|
|
238 |
Unilever Annual Report on Form 20-F 2023 |
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|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered Seat: Rotterdam) |
|
| Unilever Overseas Holdings B.V. |
NLG1,000.00 |
1 |
|
| New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 |
|
| Ben & Jerry’s Franchising New Zealand Limited |
No Par Value |
1 |
|
| Unilever New Zealand Limited |
NZD2.00 |
1 |
|
| Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua |
|
| Unilever de Centroamerica S.A. |
NIC50.00 |
1 |
|
| Niger – BP 10272 Niamey |
|
| Unilever Niger S.A. (88.42) |
XOF10,000.00 |
1 |
|
| Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos |
|
| Unilever Nigeria Plc (76.41) |
NGN0.50 |
1 |
|
| West Africa Popular Foods Nigeria Limited (51) |
NGN1.00 |
1 |
|
| Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu |
|
| Unilever Norge AS |
NOK100.00 |
1 |
|
| Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530 |
|
| Unilever Pakistan Foods Limited (76.57) |
PKR10.00 |
1 |
|
| Unilever Pakistan Limited (99.29) |
PKR50.00 |
1 |
|
| (71.78) |
PKR100.00 |
14 |
|
| Delivery Hub (Private) Limited (64.13) (in liquidation) |
PKR10.00 |
1 |
|
| Palestine – Ersal St. Awad Center, PO Box 3801, Al-Beireh, Ramallah |
|
| Unilever Market Development Company (in liquidation) |
JOD1.00 |
1 |
|
| Palestine – Jamil Center, Al-Beireh, Ramallah |
|
| Unilever Agencies Limited (99) (in liquidation) |
JOD1.00 |
1 |
|
| Panama –PH Dream Plaza, piso 10 y 13, Provincia de Panamá, corregimiento de Parque Lefevre, Costa del Este |
|
| Unilever Regional Services Panama S.A. |
USD1.00 |
1 |
|
| Panama – Santa María Business District, Torre Argos, Piso 6, Distrito de Juan Diaz, Provincia de Panamá |
|
| Unilever de Centroamerica S.A. |
No Par Value |
1 |
|
| Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción |
|
| Unilever de Paraguay S.A. |
PYG1,000,000.00 |
1 |
|
| Peru – Av. Paseo de la Republica, 5895 OF. 402, Miraflores, Lima 18 |
|
| Unilever Andina Perú S.A. |
PEN1.00 |
1 |
|
| Philippines – Linares Road, Gateway Business Park, General Trias, Cavite |
|
| Metrolab Industries, Inc. |
PHP1.00 |
7 |
|
|
PHP10.00 |
22 |
|
| Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City |
|
| Unilever Global Services, Inc. |
PHP10.00 |
7 |
|
| Unilever Philippines, Inc. |
PHP50.00 |
7 |
|
| Philippines – 11th Avenue, Corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Manila |
|
| Universal Philippines Body Care, Inc. |
PHP100.00 |
7 |
|
| Philippines – Manggahan Light Industrial Park, A. Rodriguez Avenue, Bo. Manggahan, Pasig City |
|
| Unilever RFM Ice Cream, Inc. (50) |
PHP1.00 |
29 |
|
|
PHP1.00 |
103 |
|
| Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City, Barangay Fort Bonifacio, Taguig 1634, Metro Manila |
|
| Gronext Technologies Phils., Inc. |
PHP1.00 |
7 |
|
| Poland – Jerozolimskie 134, 02-305, Warszawa |
|
| Unilever Polska Sp. z o.o. |
PLN50.00 |
1 |
|
| Unilever Poland Services Sp. z o.o. |
PLN50.00 |
1 |
|
| Unilever Polska S.A. |
PLN10.00 |
1 |
|
| Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan |
|
| Unilever de Puerto Rico, Inc° |
USD100.00 |
1 |
|
| Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO BOX 49 |
|
| Unilever Qatar LLC |
QAR1,000.00 |
1 |
|
| Romania – Ploiesti, 291 Republicii Avenue, Prahova County |
|
| Unilever Romania S.A. (99.93) |
ROL0.10 |
1 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Unilever South Central Europe S.A. |
ROL260.50 |
1 |
|
| Romania – 121 Cernăuţi Street, Suceava 720089 |
|
| Betty Ice SRL |
RON10.00 |
1 |
|
| Romania – Bvd. Republicii 291 camera 15 corp C6 |
|
| Betty Ice Distributie SRL |
RON10.00 |
1 |
|
| Romania – 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd District, Bucuresti |
|
| Good People SA (75) |
RON10.00 |
1 |
|
| Russia – 644031, 205, 10 let Oktyabrya, Omsk |
|
| Inmarko-Trade LLC |
RUB
1,000,000.00 |
13 |
|
| Russia – 123022, Floor 7, Premise 19, Room 36, 13, Sergeya Makeeva Street, Moscow |
|
| Unilever Rus LLC |
RUB
28,847,390, 269.19 |
13 |
|
| Russia – Tula region, Leninsky district, Ilyinskoye rural settlement, Varvarovka village, Varvarovsky pass, Building 15-F, Room 406, Floor 3 |
|
| Gourmand LLC |
RUB10,000.00 |
4 |
|
| Russia – St. Petersburg, 1 Progonnaya St., Building 1, Literature A, Room 2-H, Floor 1, Office 114 |
|
| Resheniya dlia Budushego LLC |
RUB10,000.00 |
13 |
|
| Rwanda – Sanlam Towers, PO Box 973, Kigali |
|
| Unilever Rwanda Limited |
RWF 1,000 |
1 |
|
| Saudi Arabia – PO Box 5694, Jeddah 21432 |
|
Binzagr Unilever LimitedX (49) |
SAR1,000.00 |
1 |
|
| Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3 8BP |
|
| Twenty Nine Capital Partners (SLP) Limited Partnership∞ |
|
4 |
|
| Unilever Ventures (SLP) General Partner Limited |
GBP1.00 |
1 |
|
| Unilever Ventures III (SLP) Limited Partnership∞ (14.098) |
|
4 |
|
| Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd |
|
| Unilever Beograd d.o.o. |
|
13 |
|
| Singapore – 18 Nepal Park, 139407 |
|
| Unilever Asia Private Limited |
No Par Value |
1 |
|
| Unilever Singapore Pte. Limited |
No Par Value |
1 |
|
| UPD Singapore Pte. Limited |
SGD1.00 |
1 |
|
| Gronext Technologies Pte. Ltd. |
No Par Value |
1 |
|
| Singapore – 201 Henderson Road, #07-25, Apex @ Henderson, 159545 |
|
| Paula's Choice Singapore, SEA Pte. Ltd. |
SGD1.00 |
1 |
|
| Slovakia – Karadzicova 10, 821 08 Bratislava |
|
| Unilever Slovensko, spol. s. r.o. |
EUR1.00 |
1 |
|
| South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051 |
|
| Unilever Market Development (Pty) Limited |
ZAR1.00 |
1 |
|
| Unilever South Africa (Pty) Limited |
ZAR2.00 |
1 |
|
| Unilever South Africa Holdings (Pty) Limited |
ZAR1.00 |
1 |
|
|
ZAR1.00 |
2 |
|
|
ZAR1.00 |
3 |
|
| South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196 |
|
| Aconcagua 14 Investments (RF) (Pty) Limited |
ZAR1.00 |
1 |
|
| South Africa – Oakhurst Office Park, 11-13 St Andrews Road, Parktown, Johannesburg 2193 |
|
| Dermalogica South Africa (Pty) Limited (60) |
No Par Value |
1 |
|
| Spain – C/ Tecnología 19, 08840 Viladecans |
|
| Unilever Espana S.A. |
EUR48.00 |
1 |
|
| Spain – C/ Felipe del Río, 14 – 48940 Leioa |
|
| Unilever Foods Industrial Espana, S.L.U. |
EUR600.00 |
1 |
|
| Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14 |
|
| Unilever Merchandising Private Limited |
No Par Value |
1 |
|
| Ceytea (Private) Limited |
No Par Value |
1 |
|
| Lever Brothers (Exports and Marketing) (Private) Limited° |
No Par Value |
1 |
|
| Maddema Trading Company (Private) Limited |
No Par Value |
1 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
239 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Premium Exports Ceylon (Private) Limited |
No Par Value |
1 |
|
| R.O. Mennell & Co. (Ceylon) (Private) Limited |
No Par Value |
1 |
|
| Unilever Ceylon Services (Private) Limited |
No Par Value |
1 |
|
| Unilever Lanka Consumer Limited |
No Par Value |
1 |
|
| Unilever Sri Lanka Limited° |
No Par Value |
1 |
|
| Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori |
|
| Unilever Sudanese Investment Company |
SDG10,000.00 |
1 |
|
| Sweden – Box 1056, Svetsarvägen 15, 171 22, Solna Stockholm |
|
| Alberto Culver AB |
SEK100.00 |
1 |
|
| Unilever Holding AB |
SEK100.00 |
1 |
|
| Unilever Produktion AB |
SEK50.00 |
1 |
|
| Unilever Sverige AB |
SEK100.00 |
1 |
|
| Sweden – Karlavagen 108, 115 26 Stockholm |
|
| Blueair AB |
SEK100.00 |
1 |
|
| Sweden – Karlavagen 108, 115 26, Stockholm |
|
| Jonborsten AB |
SEK1000.00 |
1 |
|
| Sweden – Nordenskioldgatan 19, 413 09 Goteborg |
|
| Nature Delivered Sweden AB |
SEK1.00 |
1 |
|
| Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen |
|
| Knorr-Nährmittel Aktiengesellschaft |
CHF1,000.00 |
1 |
|
| Unilever Schweiz GmbH |
CHF100,000.00 |
1 |
|
| Switzerland – Spitalstrasse 5, 8200, Schaffhausen |
|
| Helmsman Capital AG |
CHF1,000.00 |
1 |
|
| Unilever Supply Chain Company AG |
CHF1,000.00 |
1 |
|
| Unilever ASCC AG |
CHF1,000.00 |
1 |
|
| Unilever Finance International AG |
CHF1,000.00 |
1 |
|
| Unilever Business and Marketing Support AG |
CHF1,000.00 |
1 |
|
| Unilever Overseas Holdings AG |
CHF1,000.00 |
1 |
|
| Unilever Schaffhausen Service AG |
CHF1,000.00 |
1 |
|
| Unilever Swiss Holdings AG |
CHF1,000.00 |
1 |
|
| Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen |
|
| Oswald Nahrungsmittel GmbH |
CHF800,000.00 |
1 |
|
| Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City |
|
| Unilever Taiwan Limited (99.92) |
TWD10.00 |
1 |
|
| Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua County 50062, Taiwan (R.O.C.) |
|
| Paula's Choice Taiwan Co., Limited |
NTD27.000 |
1 |
|
| Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, PO Box 40383 |
|
| Unilever Tanzania Limited |
TZS20.00 |
1 |
|
| Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310 |
|
| Unilever Thai Holdings Limited |
THB100.00 |
1 |
|
| Unilever Thai Trading Limited |
THB100.00 |
1 |
|
| Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330 |
|
| UPD (Thailand) Co. Limited |
THB100.00 |
1 |
|
| Thailand– 21/39 Soi Lardprao 15, Jompol Sub-district, Jatujak District, Bangkok |
|
| Gronext Technologies (Thailand) Limited |
THB100.00 |
1 |
|
| Trinidad & Tobago – Eastern Main Road, Champs Fleurs |
|
| Unilever Caribbean Limited (50.01) |
TTD1.00 |
1 |
|
| Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis |
|
| Unilever Tunisia S.A. (99.78) |
TND6.00 |
1 |
|
| Unilever Maghreb Export S.A. (99.76) |
TND5.00 |
1 |
|
| Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014 |
|
UTIC Distribution S.A. (99.78) |
TND10.00 |
1 |
|
| Turkey – Saray Mahallesi, Dr. Adnan Büyükdeniz Cad., No.13, 34768 Ümraniye – İstanbul |
|
Unilever Gida Sanayi ve Ticaret AŞo (99.98) |
TRY0.01 |
1 |
|
Unilever Sanayi Ve Ticaret Türk AŞo (99.98) |
TRY0.01 |
1 |
|
| Besan Besin Sanayi ve Ticaret AŞ (99.99) |
TRY0.01 |
1 |
|
| Unilever Hizli Tuketim Urunleri Satis Pazarlama ve Ticaret Anonim Sirketi (99.99) |
TRY1.00 |
1 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, PO Box 3515, Kampala |
|
| Unilever Uganda Limited |
UGX20.00 |
1 |
|
| Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv |
|
| Unilever Ukraine LLC |
UAH
1,151,329,851 |
13 |
|
| United Arab Emirates – PO Box 17053, Jebel Ali, Dubai |
|
Severn Gulf FZCOX (50) |
AED100,000.00 |
1 |
|
| Unilever Gulf FZE |
AED1,000,000.00 |
1 |
|
| United Arab Emirates – Office No. 901 owned by Easa Saleh AlGurg LLC- Deira- Riqqa AlBateeen |
|
Unilever Binzagr Gulf General Trading LLCX (50) |
AED1,000.00 |
1 |
|
| Unilever General Trading LLC |
AED1,000.00 |
1 |
|
| United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2 |
|
Unilever Home & Personal Care Products Manufacturing LLCX (49) |
AED1,000.00 |
1 |
|
| United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 |
|
| Alberto-Culver Company |
No Par Value |
1 |
|
| Alberto-Culver International, Inc. |
USD1.00 |
1 |
|
| Alberto-Culver USA, Inc. |
No Par Value |
1 |
|
| BC Cadence Holdings, Inc. |
USD0.01 |
1 |
|
| Ben & Jerry’s Gift Card, LLC |
|
13 |
|
| Conopco, Inc. |
USD1.00 |
7 |
|
| Kate Somerville Holdings, LLC |
|
13 |
|
| Kate Somerville Skincare LLC |
|
13 |
|
| Kensington & Sons, LLC |
No Par Value |
13 |
|
| Kirei Intermediate Holdings, LLC |
|
13 |
|
| Living Proof, Inc. |
USD0.01 |
7 |
|
| Pantresse, Inc. |
USD120.00 |
1 |
|
| Skin Health Experts, LLC |
|
13 |
|
| St. Ives Laboratories, Inc. |
USD0.01 |
1 |
|
| The Laundress, LLC |
|
13 |
|
| TIGI Linea Corp |
No Par Value |
1 |
|
| Unilever Bestfoods (Holdings) LLC |
|
13 |
|
| Unilever Capital Corporation |
USD1.00 |
1 |
|
| Unilever North America Supply Chain Company, LLC |
|
13 |
|
| Unilever United States, Inc. |
USD0.3333 |
7 |
|
|
USD73.50 |
22 |
|
| Unilever Ventures Advisory LLC |
|
13 |
|
| US Health & Wellbeing LLC |
No Par Value |
13 |
|
| Yasso, Inc. |
USD0.01 |
7 |
|
| United States – 1535 Beachey Pl Carson, CA 90746 |
|
|
|
| Dermalogica, LLC |
|
13 |
|
| United States – 2121 Park Place, First Floor El Segundo, CA 90245 |
|
| Murad LLC |
|
13 |
|
| United States – 1090 King Georges Post Road, Suite 505 Edison, NJ 08837 |
|
| REN USA Inc. |
No Par Value |
7 |
|
| United States – 125 S Clark, Suite 2000, Chicago, IL 60603 |
|
| Blueair Inc. |
No Par Value |
1 |
|
| United States – 2816 S. Kilbourne Avenue, Chicago IL 60624 |
|
| Unilever Illinois Manufacturing, LLC |
|
13 |
|
| United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109 |
|
| Unilever Manufacturing (US), Inc. |
No Par Value |
7 |
|
| United States – 40 Merritt Boulevard, Trumbull, CT 06611 |
|
| Unilever Trumbull Holdings, Inc. |
USD1.00 |
7 |
|
| Unilever Trumbull Research Services, Inc. |
USD1.00 |
1 |
|
| United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 |
|
| Seventh Generation Canada, Inc. |
No Par Value |
7 |
|
| Seventh Generation, Inc. |
USD0.001 |
7 |
|
| United States – 2711 Centerville Road, Suite 400, Wilmington, DE 19808 |
|
|
|
|
|
|
|
240 |
Unilever Annual Report on Form 20-F 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Paula's Choice, Inc. |
USD0.001 |
7 |
|
| United States – 705 5th Avenue South, Suite 200, Seattle, WA 98104 |
|
| Paula's Choice, LLC |
|
13 |
|
| United States – CTC 1209 Orange Street Wilmington, DE19801 |
|
| Nirvana Holdco LLC (80) |
|
7 |
|
| Nirvana Intermediate LLC (80) |
|
7 |
|
| Nutraceutical Wellness, Inc. (80) |
|
7 |
|
| The Uncovery, LLC |
|
13 |
|
| Yasso Holdings, Inc. |
|
7 |
|
| United States – 3770-1/2 Selby Avenue, Los Angeles, CA 90034 |
|
| Kingdom Animalia, LLC |
|
13 |
|
| United States – 11 Ranick Drive South, Amityville, NY 11701 |
|
| Sundial Brands, LLC |
|
13 |
|
| Madam C.J. Walker Enterprises, LLC |
|
13 |
|
| Nyakio, LLC |
|
13 |
|
| United States – 415 Jackson St., Floor 2, San Francisco, CA 94111 |
|
| Olly Public Benefit Corporation |
USD0.00001 |
7 |
|
| United States – 208 Utah Street, Suite 300, San Francisco, CA, 94103 |
|
| Tatcha, LLC |
|
4 |
|
| United States – 777 S Aviation Blvd, El Segundo, CA 90245 |
|
| The LIV Group, Inc. |
No Par Value |
13 |
|
| United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292 |
|
| SmartyPants, Inc. |
USD0.00001 |
7 |
|
| United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129 |
|
| Welly Health PBC (51) |
USD0.00001 |
7 |
|
|
USD0.00001 |
22 |
|
| United States – 30 Community Drive, South Burlington, Vermont 05403 |
|
| Ben & Jerry’s Franchising, Inc. |
USD1.00 |
7 |
|
| Ben & Jerry’s Homemade, Inc. |
USD1.00 |
7 |
|
| United States – 1675 South Street, Suite B, City of Dover, DE 19901 |
|
| Onnit Labs, Inc. |
USD0.0001 |
7 |
|
| United States – 8 The Green STE R, City of Dover, Kent County, Delaware, 19901 |
|
| Brand Evangelists for Beauty Inc.∆ (68.03) |
USD 0.01 |
23 |
|
| United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County |
|
| Cocotier, Inc. |
USD0.001 |
7 |
|
| Uruguay – Camino Carrasco 5975, Montevideo |
|
| Unilever Uruguay SCC S.A. |
UYU1.00 |
1 |
|
| Uruguay – Luis Bonavita 1294, Montevideo |
|
| Unilever America Latina S.A. |
UYU1.00 |
1 |
|
| Venezuela – Torre BOD, Piso 15, La Castellana, Caracas, Bolivarian Republic of Venezuela |
|
| Unilever Andina Venezuela S.A. |
Bs0.000001 |
1 |
|
| Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City |
|
| Unilever Vietnam International Company Limited |
VND863,104,820,000.00 |
13 |
|
| Vietnam – No.156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi Minh City |
|
| Unicorn Market Place Vietnam Company Limited |
VND207,819,496,311 |
13 |
|
| Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka |
|
| Unilever South East Africa Zambia Limited |
ZMK2.00 |
34 |
|
|
ZMK2.00 |
1 |
|
| Zambia – Ellis & Co, Lusaka, Lusaka Province |
| Chesebrough-Ponds (Private) Limited |
|
1 |
|
| Zimbabwe – 2 Stirling Road, Workington, Harare |
|
| Unilever – Zimbabwe (Pvt) Limited∆ |
ZWD0.002 |
1 |
|
| SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION |
|
| Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep 04792-000, Sao Paulo |
|
| Unileverprev Sociedade De Previdencia Privada |
No Par Value |
13 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Canada – 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto ON M5X 1G5 |
|
| UPD Canada Inc. |
No Par Value |
7 |
|
| Egypt – Borg El-Arab, Alexandria |
|
| Fine Foods Egypt SAE (in liquidation) |
EGP10.00 |
1 |
|
| Egypt – Shooting Club, Dokki, Giza |
|
| United Beverages (in liquidation) |
EGP10.00 |
1 |
|
| England and Wales – 1 More London Place, London, SE1 2AF |
|
| Unidis Twenty Six Limited (in liquidation) |
GBP1.00 |
1 |
|
| Unidis Sixty Four Limited (in liquidation) |
GBP1.00 |
1 |
|
| Lever Brothers Port Sunlight Limited (in liquidation) |
GBP1.00 |
1 |
|
| England-Wales – C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH |
|
| TIGI Limited (in liquidation) |
GBP1.00 |
1 |
|
| England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY |
|
| Elida Beauty Limited |
GBP1.00 |
1 |
|
| France – 20, rue des Deux Gares, 92500, Rueil-Malmaison |
|
| Elida Beauty France S.A.S. (99.99) |
EUR1.00 |
1 |
|
| Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema |
|
| Unilever Oleo Ghana Limited |
GHC2.250 |
1 |
|
| Unilever Ghana Investments Limited (74.50) |
GHC10.00 |
1 |
|
| Haiti – Port-au-Prince |
|
| Unilever Haiti S.A. |
HTG500,000 |
56 |
|
| India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099 |
|
| Hindustan Unilever Foundation (61.90) |
INR10.00 |
1 |
|
| Ireland – Unit 50, The Swan Shopping Centre, Rathmines Road Lower, Dublin 6, D06 V9K5 |
|
| Demalogica (Skin Care) Ireland Limited |
EUR1.00 |
1 |
|
| Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine |
|
| Unilever Jamaica Limited |
JMD1.00 |
1 |
|
| Kenya – Commercial Street, PO Box 40592-00100, Nairobi |
|
| Union East African Trust Limited |
KES20.00 |
1 |
|
| Myanmar – Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe Gon Daing (West) Ward, Bahan Township, Yangon, Myanmar 11201 |
|
| Lever Brothers (Burma) Limited |
MMK0.5 |
1 |
|
| United States – CTC 1209 Orange Street, Wilmington, DE19801 |
|
| Elida Beauty US Corp |
USD1.00 |
1 |
|
| Elida Beauty US (IP) LLC |
|
13 |
|
| United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 |
|
| Unilever AC Canada Holding, Inc. |
USD10.00 |
1 |
|
| Unilever United States Foundation, Inc. |
|
13 |
|
| Alberto-Culver (P.R.), Inc. (in liquidation) |
No Par Value |
1 |
|
| Chesebrough-Pond’s Manufacturing Company (in liquidation) |
No Par Value |
1 |
|
| ASSOCIATED UNDERTAKINGS |
|
| Australia – Level 1, 569 Church Street, Richmond, VIC, 3121 |
|
| SNDR PTY LTD∆◊ (72.98) |
No Par Value |
58 |
|
| Australia – Floor 1, 101 Moray Street, South Melbourne, 3205 |
|
| Straand Pty Ltd∆◊ (100) |
No Par Value |
107 |
|
| (12.05) |
No Par Value |
109 |
|
| Bahrain – Shop 61 – Building 866 – Road 3618 – Block 436 Alseef Manama |
|
| Unilever Bahrain Co. W.L.L. (49) |
BHD50.00 |
1 |
|
| Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi, CEP 0471/001-00, City of São Paulo, State of São Paulo |
|
| Gallo Brasil Distribuição e comércio Limitada (55) |
BRL1.00 |
5 |
|
| Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9 |
|
| A&W Root Beer Beverages Canada Inc.◊ (40) |
No Par Value |
38 |
|
| Canada – 229 Amesbury Gate, Bedford, Nova Scotia, B4B 0R8 |
|
| The 7 Virtues Beauty Inc.∆◊ (64.29) |
|
58 |
|
| Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
241 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| Dollar Shave Club Canada, Inc. (35) |
CAD0.01 |
7 |
|
| Cyprus – 2 Marcou Dracou Street, Engomi Industrial Estate, 2409 Nicosia |
|
| Unilever PMT Limited∆ (49) |
EUR1.71 |
3 |
|
| England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY |
|
| Dollar Shave Club Limited (35) |
GBP1.00 |
1 |
|
| Uflexreward Holdings LimitedΔ (99.64) |
GBP0.001 |
1 |
|
Uflexreward LimitedΔ (99.64) |
GBP0.001 |
35 |
|
| England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way, London, W14 0EE |
|
| SCA Investments Holdings Limited∆◊ (15.61) |
GBP0.001 |
40 |
|
| (25.19) |
GBP0.001 |
41 |
|
| (3.63) |
GBP0.001 |
42 |
|
| (5.31) |
GBP0.001 |
112 |
|
| England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD |
|
| Trinny London Limited∆◊ (54.88) |
GBP0.01 |
43 |
|
| (32.32) |
GBP0.01 |
77 |
|
| England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA |
|
| P2i Limited∆◊ (12.89) |
GBP0.000001 |
1 |
|
| (5.44) |
GBP0.000001 |
44 |
|
| (5.44) |
GBP0.000001 |
46 |
|
| (4.20) |
GBP0.000001 |
52 |
|
| (4.20) |
GBP0.000001 |
50 |
|
| (2.44) |
GBP0.000001 |
102 |
|
| (50) |
GBP1.0000 |
80 |
|
| England and Wales – Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS |
|
| Clean Beauty Co Ltd∆◊ (69.76) |
GBP0.0001 |
97 |
|
| (26.72) |
GBP0.0001 |
58 |
|
| England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry Road East, Bebington, Wirral, CH63 3JW |
|
| Penhros Bio Limited◊ (32) |
GBP1.00 |
1 |
|
| England and Wales- C/O Bcs Windsor House, Station Court, Station Road, Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE |
|
| VHSquared Limited◊ (in liquidation) (39.47) |
GBP0.01 |
1 |
|
| (1.79) |
GBP0.01 |
44 |
|
| (17.86) |
GBP0.01 |
101 |
|
France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay |
|
| Pegase S.A.S. (25) |
EUR5,000.00 |
1 |
|
| France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison |
|
| Relais D’or Centrale S.A.S. (49.99) |
No Par Value |
1 |
|
| Germany – Beerbachstraße 19, 91183 Abenberg |
|
| Hans Henglein & Sohn GmbH◊ (50) |
EUR100,000.00 |
1 |
|
| Henglein & Co. Handels-und Beteiligungs GmbH & Co. KG◊ (50) |
|
4 |
|
| Henglein Geschäftsführungs GmbH◊ (50) |
DEM50,000.00 |
1 |
|
| Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) |
|
4 |
|
| Henglein NRW GmbH◊ (50) |
DEM250,000.00 |
1 |
|
| Germany – Lauchaer Straße 1, 06647 An der Poststraße OT Klosterhaeseler |
|
| Henglein GmbH & Co. KG◊ (50) |
DEM50,000.00 |
1 |
|
| Germany – Neue Burg 1, 20457 Hamburg |
|
| Dollar Shave Club GmbH (in liquidation)(35) |
EUR25,000.00 |
1 |
|
| India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz East Mumbai, Mumbai 400098 |
|
| Peel-Works Private Limited∆◊ (48.15) |
INR30.00 |
63 |
|
| (16.67) |
INR30.00 |
70 |
|
| (14.65) |
INR30.00 |
32 |
|
| India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane. MH 400607 |
|
| Pureplay Skin Sciences (India) Private Limited∆◊ (0.1) |
INR10.00 |
75 |
|
| (100) |
INR100.00 |
73 |
|
| (100) |
INR100.00 |
64 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| (6.54) |
INR100.00 |
65 |
|
| (8.75) |
INR100.00 |
106 |
|
| India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi, DL 110065 |
|
| Convosight Analytics Private Limited∆◊ (3.08) |
INR1.00 |
75 |
|
| (7.41) |
INR1.00 |
99 |
|
| (12.73) |
INR 10.00 |
117 |
|
| (11.15) |
INR 10.00 |
116 |
|
| India – Plot no. F-2109, RIICO Industrial Area, Ramchandra Pura, (Sitapura Extension) Jaipur, Rajasthan 303905 |
|
| Uprising Science Private Limited∆◊ (2.50) |
INR10.00 |
75 |
|
| (27.27) |
INR100.00 |
117 |
|
| India –Plot No. D 5, Road No. 20, Marol MIDC, Andheri East, Mumbai City MH 400093 |
|
| Scentials Beautycare & Wellness Ltd∆◊ (63.43) |
|
73 |
|
| (0.10) |
|
75 |
|
| India – 15 Ambika Nagar, Sector 4, Hiran Magri, Udaipur, Rajasthan, 313002 |
|
| Derma Goodness Private Limited∆◊ (0.2) |
|
75 |
|
| (97.93) |
|
110 |
|
| India- Z -44, Panchasayar P -210-4-1, Panchasayar Kolkata WB 700094 |
|
| Wellness Ville Private Limited∆◊ (0.01) |
|
75 |
|
| (92.11) |
|
118 |
|
| India – 28 B.T. Road, Cossipore Chiria, More Kolkata, WB 700002 |
|
| Rabiko Lifestyle Private Limited ∆◊ (0.02) |
|
75 |
|
| (100.00) |
|
114 |
|
| India – A-2004, Floor-20, Plot-141, Phoenix Tower-A, S.B. Marg, Delisle Road, Lower Parel West, Mumbai, 400013 |
|
| Nutritionalab Private Limited (13.31) |
INR10.00 |
1 |
|
| India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002 |
|
| Zywie Ventures Private Limited (33.02) |
INR10.00 |
1 |
|
| Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat 11630, Provinsi Daerah Khusus Ibukota |
|
| PT Anugrah Mutu Bersama◊ (40) |
IDR1,000,000.00 |
1 |
|
| Iran – Second floor, No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran |
|
| Unilever-Golestan Foods (Private Joint Stock Company)(51) |
IRR1,000,000.00 |
1 |
|
| Ireland – 70 Sir John Rogersons Quay, Dublin 2 |
|
| Pepsi Lipton International Limited∆ |
EUR1.00 |
52 |
|
|
EUR1.00 |
53 |
|
|
EUR1.00 |
54 |
|
|
EUR1.00 |
55 |
|
| Israel – Kochav Yokneam Building, 4th Floor, PO Box 14, Yokneam Illit 20692 |
|
| IB Ventures Limited∆ (99.74) |
ILS1.00 |
14 |
|
Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance:
PO Box 787, Beit Shean, 1171601 |
|
| Dollar Shave Club Israel Limited (35) |
NIS0.10 |
1 |
|
| Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE) |
|
| P2P S.r.l (50) |
EUR1.00 |
1 |
|
| Luxembourg – 5 Heienhaff, L-1736 Senningerberg |
|
| Helpling Group Holding S.à r.l.∆◊ (98.57) |
EUR1.00 |
60 |
|
| (2.34) |
EUR1.00 |
33 |
|
| Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201 |
|
| Capvent Asia Consumer Fund Limited∆ (40.40) |
USD0.01 |
78 |
|
| Oman – PO Box 1711, Ruwi, Postal code 112 |
|
| Towell Unilever LLC (49) |
OMR10.00 |
1 |
|
| Philippines –11th Avenue Corner, 38th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Metro Manila |
|
| Sto Tomas Paco Land Corp∆◊ (40) |
PHP1.00 |
7 |
|
| (40) |
PHP10.00 |
46 |
|
| (40) |
PHP20.00 |
44 |
|
| Cavite Horizons Land, Inc.◊ (35.10) |
PHP1.00 |
103 |
|
|
|
|
|
|
|
242 |
Unilever Annual Report on Form 20-F 2023 |
|
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|
|
|
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|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
|
PHP10,000.00 |
46 |
|
| Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City |
|
| WS Holdings Inc.∆◊ |
PHP1.00 |
29 |
|
|
PHP1.00 |
103 |
|
| Selecta Walls Land Corp∆◊ |
PHP10.00 |
29 |
|
| Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa |
|
| Fima Ola – Produtos Alimentares, S.A. (55) |
EUR4,125,000 |
1 |
|
| Gallo Worldwide, Limitada (55) |
EUR550,000 |
5 |
|
| Grop – Gelado Retail Operation Portugal, Unipessoal, Limitada (55) |
EUR27,500 |
5 |
|
| Transportadora Central do Infante, Limitada (54) |
EUR27,000 |
1 |
|
| Unilever Fima, Limitada (55) |
EUR14,462,336.00 |
5 |
|
| Victor Guedes – Industria e Comercio, S.A. (55) |
EUR275,000 |
1 |
|
| Fima Dressings Unipessoal, Limitada (55) |
EUR27,500 |
5 |
|
| Saudi Arabia – PO Box 22800, Jeddah 21416 |
|
| Binzagr Unilever Distribution Company Limited (49) |
SAR1,000.00 |
1 |
|
| Singapore – 3 Phillip Street, #14-05 Royal Group Building, 048693 |
|
| YOU Private Limited∆◊ (33.33) |
|
76 |
|
| (33.56) |
|
45 |
|
| Singapore – 20A Tanjong Pagar Road, 088443 |
|
| ESQA Corp Pte Ltd∆◊ (60) |
|
73 |
|
| Sweden – Sturegatan 38, Stockholm, 11436 |
|
| SachaJuan Haircare AB∆◊ (69.5) |
SEK1.00 |
9 |
|
| United Arab Emirates – PO Box 49, Dubai |
|
| Al Gurg Unilever LLC (49) |
AED1,000.00 |
1 |
|
| United Arab Emirates – Po Box 49, Abu Dhabi |
|
| Thani Murshid Unilever LLC (49) |
AED1,000.00 |
1 |
|
| United States – c/o Registered Agents Solutions, Inc., 838 Walker Road Suite 21-2, Dover, Kent, DE, 19904 |
|
| Beauty Bakerie Cosmetics Brand Inc.∆◊ (50.05) |
USD0.001 |
43 |
|
| (16.24) |
USD0.001 |
71 |
|
| (24.88) |
USD0.001 |
93 |
|
| United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent, Delaware, 19901 |
|
| Discuss.io Inc.◊ (7.79) |
USD0.0001 |
7 |
|
| (16.78) |
USD0.0001 |
55 |
|
| (50.53) |
USD0.0001 |
58 |
|
| United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 |
|
| Pepsi Lipton Tea Partnership (50) |
|
4 |
|
| Food Service Direct Logistics, LLC (40) |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
Name of
Undertaking |
Nominal
Value |
Share
Class
Note |
|
| (17.83) |
USD0.0001 |
55 |
|
| (17.83) |
USD0.0001 |
58 |
|
| United States – c/o The Company Corporation, 251 Little Falls Drive, Wilmington, DE, New Castle 19808 |
|
| Equilibria, Inc.∆◊ (20.00) |
USD0.00001 |
98 |
|
| FabFitFun Inc.∆◊ (68.18) |
USD0.001 |
6 |
|
| (7.48) |
USD0.001 |
100 |
|
| Outliers, Inc.∆◊ (58.77) |
|
62 |
|
| (31.35) |
|
113 |
|
| Perelel, Inc.∆◊(64.71) |
USD 0.00001 |
97 |
|
| (73.18) |
USD 0.00001 |
44 |
|
| True Botanicals, Inc.∆◊ (51.23) |
USD0.0001 |
62 |
|
| Yati Inc.∆◊ (4.00) |
USD0.00001 |
115 |
|
| (100.00) |
USD0.00001 |
47 |
|
| United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of Dover, County of Kent, Delaware |
|
| Volition Beauty Inc.∆◊ (66.44) |
USD0.0001 |
44 |
|
| United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. New Castle County |
|
| Koco Life LLC∆◊(26.19) |
|
104 |
|
| (41.15) |
|
105 |
|
| New Voices Fund LP◊ (32.90) |
|
4 |
|
| Keli Network, Inc.∆◊ (28.24) |
USD0.0001 |
88 |
|
| United States – c/o A registered agent, Inc, 8 The Green, Ste A, Dover, Kent, DE, 19901 |
|
| Clean Beauty for All, Inc.∆◊ (22.09) |
USD0.0001 |
62 |
|
| (41.99) |
USD0.0001 |
95 |
|
| (62.35) |
USD0.0001 |
51 |
|
| (67.85) |
USD0.0001 |
96 |
|
| United States – United Corporate Services, Inc., 800 North State Street Suite 304, Dover, Kent, DE, 19901 |
|
| UOMA Beauty Inc.∆◊ (25) |
|
62 |
|
| (70.96) |
|
95 |
|
| (49.88) |
|
51 |
|
| United States –National Registered Agents Inc, 1209 Orange Street, Wilmington, New Castle, Delaware 19801 |
|
| Mealogic, Inc.∆◊ (37.5) |
|
58 |
|
| United States – 13335 Maxella Ave. Marina del Rey, CA 90292 |
|
| Dollar Shave Club, Inc. (35) |
USD0.001 |
13 |
|
|
|
|
|
|
|
|
|
|
Unilever Annual Report on Form 20-F 2023 |
243 |
|
|
|
|
|
|
|
|
|
|
|
|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
Notes:
1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 21: Ordinary-C, 22: Preferred, 23: Common Stock, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preference, 45: Series B1 CCPS, 46: B Preference, 47: Series A-5, 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preference, 51: Series A-3 Preferred, 52: C Preference, 53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A-1 Preferred, 63: Series B-2 Preference, 64: Pre Series B CCPS, 65: Series B CCPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CCPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CCPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: CCPS,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preference, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CCPS, 107: Series Seed Convertible Preferred, 108: Series C-E Preferred, 109: Series Seed 2 Convertible Preferred Shares, 110: Seed CCPS, 111: Series Seed Preferred Shares, 112: M-Ordinary, 113: Series A-9 Preferred, 114: Series Seed CCPS, 115: Series A-1, 116: Pre-Series B CCCPS, 117: Series A CCCPS, 118: Series Seed A CCPS
Ο Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited, 47.43% is directly held and the remainder of 14.47% is indirectly held. In the case of Unilever Kenya Limited, 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited, 18.32% is directly held and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V., 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sanayi ve Ticaret A.Ş. and Unilever Sanayi ve Ticaret Turk A.Ş., a fractional amount is directly held and the remainder is indirectly held. In the case of Mixhold B.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
Χ Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal Care Products Manufacturing LLC.
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.
In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola, Anguilla, Antigua and Barbuda, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina, Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocos (Keeling) Islands, Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guernsey, Guinea, Guinea-Bissau, Guyana, Heard Island and McDonald Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Mauritania, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Northern Ireland, Palau, Papua New Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Martin (French part), Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Sint Maarten (Dutch part), Slovenia, Solomon Islands, Somalia, South Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Burkina Faso, Côte d'Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the Philippines, Saudi Arabia, Turkey, UAE and the UK.
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244 |
Unilever Annual Report on Form 20-F 2023 |
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|
| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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| Shareholder information Financial calendar |
Annual general meeting
|
|
|
|
|
|
| Date |
1 May 2024 |
| Voting and Registration date |
29 April 2024 |
Quarterly dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Announcement date |
Ex-dividend date
for ordinary shares |
Ex-dividend
date for ADSs |
Record date |
Payment date |
Quarterly dividend announced with the Q4 2023 results |
8 February 2024 |
22 February 2024 |
22 February 2024 |
23 February 2024 |
22 March 2024 |
Quarterly dividend announced with the Q1 2024 results |
25 April 2024 |
16 May 2024 |
16 May 2024 |
17 May 2024 |
7 June 2024 |
Quarterly dividend announced with the Q2 2024 results |
25 July 2024 |
8 August 2024 |
9 August 2024 |
9 August 2024 |
6 September 2024 |
Quarterly dividend announced with the Q3 2024 results |
24 October 2024 |
7 November 2024 |
8 November 2024 |
8 November 2024 |
6 December 2024 |
Contact details
Unilever PLC
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Institutional Investors telephone +44 (0)20 7822 6830
Any queries can also be sent to us electronically via
www.unilever.com/contact/
Private Shareholders can email us at
shareholder.services@unilever.com
Shareholder Services
UK
|
|
|
|
|
|
Computershare Investor Services PLC |
The Pavilions |
|
Bridgwater Road |
|
Bristol BS99 6ZZ |
|
Telephone +44 (0) 370 600 3977 |
Website |
www.investorcentre.co.uk |
FAQ and Contact Form |
www.investorcentre.co.uk/contactus |
The Netherlands
|
|
|
|
|
|
ABN AMRO Bank N.V. |
|
Gustav Mahlerlaan 10 |
|
1082 PP Amsterdam |
|
Telephone +31 (0) 20 628 6070 |
Email |
corporate.broking@nl.abnamro.com |
US
|
|
|
|
|
|
American Stock Transfer & Trust Company |
Operations Center |
|
6201 15th Avenue |
|
Brooklyn, NY 11219 |
|
Toll-free number +1 866 249 2593 |
Direct dial +1 718 921 8124 |
|
Email |
db@astfinancial.com |
Website
Shareholders are encouraged to visit our website which has a wealth of information about Unilever.
There is a section on our website designed specifically for investors. It includes detailed coverage of the Unilever share price, our quarterly and annual results, performance charts, financial news and investor relations speeches and presentations. It also includes details of the conference and investor/analyst presentations.
You can also view the Unilever Annual Report and Accounts 2023 (and the Additional Information for US Listing Purposes) on our website, and those for prior years.
Find out more at www.unilever.com
www.unilever.com/investorrelations
www.unilever.com/investor-relations/annual-report-and-accounts
References to information on websites in this document are included as an aid to their location and such information is not incorporated in, and does not form part of, this document. Any website URL is included as text only and is not an active link.
Publications
Copies of the Unilever Annual Report and Accounts 2023 (and the Additional Information for US Listing Purposes) and the Annual Report on Form 20-F 2023 can be accessed directly or ordered via the website.
www.unilever.com/investorrelations
Unilever Annual Report and Accounts 2023
The Unilever Annual Report and Accounts 2023 (and the Additional Information for US Listing Purposes) forms the basis for the Annual Report on Form 20-F that is filed with the United States Securities and Exchange Commission, which is also available free of charge from their website.
www.sec.gov
Quarterly results announcements
Unilever’s quarterly results announcements are in English with figures in euros.
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Unilever Annual Report on Form 20-F 2023 |
245 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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|
Additional information for
US listing purposes |
Additional information for US listing purposes
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Form 20-F references |
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|
|
Item 1 |
|
Identity of Directors, Senior Management and Advisers |
n/a |
|
|
|
|
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|
|
Item 2 |
|
Offer Statistics and Expected Timetable |
n/a |
|
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|
|
Item 3 |
|
Key Information |
|
|
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|
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|
|
B. |
Capitalisation and Indebtedness |
n/a |
|
|
C. |
Reasons for the offer and use of proceeds |
n/a |
|
|
D. |
Risk factors |
71-78 |
|
|
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|
Item 4 |
|
Information on the Company |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
A. |
History and development of the company |
|
|
|
B. |
Business overview |
|
|
2-5, 10-33, 38-47, 70-78, 180-182, 250 |
|
|
C. |
Organisational structure |
|
|
|
88, 226, 234-244 |
|
|
D. |
Property, plant and equipment |
|
|
|
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|
| Item 4A |
|
Unresolved Staff Comments |
|
|
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|
n/a |
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|
Item 5 |
|
Operating and Financial Review and Prospects |
|
|
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|
|
|
|
A. |
Operating results |
|
|
10-13, 56-64, 72-78, 208-213 |
|
|
B. |
Liquidity and capital resources |
|
58-59, 77, 79, 156, 176, 197-199, 203, 206-220 |
|
|
C. |
Research and development, patents and licences, etc. |
3, 14-33, 38, 40-45, 183, 250 |
|
|
D. |
Trend information |
|
|
2, 6-33, 71 |
|
|
E. |
Critical accounting estimates |
|
|
|
|
n/a |
|
|
|
|
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|
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|
|
Item 6 |
|
Directors, Senior Management and Employees |
|
|
|
|
|
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|
|
|
|
A. |
Directors and senior management |
|
|
|
84-87, 248 |
|
|
B. |
Compensation |
|
|
|
116-153, 184-191 |
|
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C. |
Board practices |
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84-97, 102-118, 248 |
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D. |
Employees |
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2, 67, 184, 248 |
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E. |
Share ownership |
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129-153, 190-191, 248 |
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F. |
Disclosure of a registrant's actions to recover erroneously awarded compensation |
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n/a |
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Item 7 |
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Major Shareholders and Related Party Transactions |
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A. |
Major shareholders |
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B. |
Related party transactions |
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C. |
Interest of experts and counsel |
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n/a |
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Item 8 |
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Financial Information |
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A. |
Consolidated statements and other financial information |
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B. |
Significant changes |
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Item 9 |
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The Offer and Listing |
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A. |
Offer and listing details |
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88,100, 249, 253-254 |
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B. |
Plan of distribution |
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n/a |
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C. |
Markets |
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D. |
Selling shareholders |
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n/a |
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E. |
Dilution |
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n/a |
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F. |
Expenses of the issue |
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n/a |
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246 |
Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
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Item 10 |
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Additional Information |
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A. |
Share capital |
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n/a |
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B. |
Articles of association |
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95-100,141, 253-254 |
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C. |
Material contracts |
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D. |
Exchange controls |
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E. |
Taxation |
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F. |
Dividends and paying agents |
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n/a |
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G. |
Statement by experts |
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n/a |
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H. |
Documents on display |
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I. |
Subsidiary information |
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n/a |
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J. |
Annual security report to security holders |
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n/a |
Item 11 |
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Quantitative and Qualitative Disclosures About Market Risk |
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Item 12 |
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Description of Securities Other than Equity Securities |
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A. |
Description of debt securities |
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n/a |
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B. |
Description of warrants and rights |
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n/a |
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C. |
Description of other securities |
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n/a |
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D. |
American Depository Shares |
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253 |
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Item 13 |
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Defaults, Dividend Arrearages and Delinquencies |
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A. |
Defaults |
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B. |
Dividend arrearages and delinquencies |
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Item 14 |
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Material Modifications to the Rights of Security Holders and Use of Proceeds |
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n/a |
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Item 15 |
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Controls and Procedures |
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A. |
Disclosure Controls and Procedures |
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101 |
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B |
Annual report on Internal Control |
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254 |
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C |
Attestation Report |
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254 |
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D |
Changes in Internal Control over Financial Reporting |
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n/a |
Item 16 |
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Reserved |
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| Item 16A. |
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Audit Committee Financial Expert |
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108 |
| Item 16B. |
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Code of Ethics |
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100-101, 113-114 |
| Item 16C. |
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Principal Accountant Fees and Services |
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108-111, 255 |
| Item 16D. |
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Exemptions from The Listing Standards for Audit Committees |
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n/a |
| Item 16E. |
|
Purchases of Equity Securities by The Issuer and Affiliated Purchasers |
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99, 224, 254 |
| Item 16F. |
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Change in Registrant’s Certifying Accountant |
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n/a |
| Item 16G. |
|
Corporate Governance |
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100-101 |
| Item 16H. |
|
Mine Safety Disclosures |
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n/a |
| Item 16I. |
|
Disclosure Regarding foreign Jurisdictions that Prevent Inspections |
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n/a |
| Item 16J. |
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Insider Trading Policies |
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n/a |
| Item 16K. |
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Cybersecurity |
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251 |
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Item 17 |
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Financial Statements |
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Item 18 |
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Financial Statements |
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Item 19 |
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Exhibits Please refer to the Exhibit list located immediately before the signature page for this document as filed with the SEC. |
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|
Unilever Annual Report on Form 20-F 2023 |
247 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
Directors, senior management and employees
Employees
The average number of employees for the last three years is provided in note 4A on page
184. The average number of employees during 2023 included 129 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.
Global employee share plans (SHARES)
In November 2014, Unilever’s global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below management level the opportunity to invest between €10 and €200 per month from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Matching Share, which will vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. In 2015, SHARES was rolled out globally and is now offered in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 22 February 2024 (the latest practicable date for inclusion in this report), awards for 331,195 PLC shares were outstanding under SHARES.
North American share plans
Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity Compensation Plan, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued Unilever Ordinary Shares under the Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as amended from time to time. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017 and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States, Inc. and they are governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 (File No. 333-185299) filed with the SEC on 12 December 2022.
Compensation Committee
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Board. The Committee also has responsibility for the cash and executive and all-employee share-based incentive plans, the Remuneration Policy and performance evaluation of the Unilever Leadership Executive and the periodic review of the remuneration and related policies of the wider workforce to assess alignment to PLC’s purpose, value and strategy.
Directors and senior management
Family relationship
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.
Other arrangements
Except for as set out on pg.141 with regard to Mr. Peltz, none of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or others. As mentioned on page 141, Nelson Peltz, a Non-Executive Director, is the Chief Executive and founding partner of Trian Fund Management, LP, which held interests in approximately 1.5% of Unilever’s issued share capital as at 22 February 2024.
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248 |
Unilever Annual Report on Form 20-F 2023 |
|
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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|
|
Additional information for US listings purpose |
Major shareholders and related party transactions
Major shareholders
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant shareholders.
The principal trading market upon which the Company's ordinary shares are listed is the London Stock Exchange. The Company's ordinary shares are also listed and traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for PLC as depositary.
At 22 February 2024 (the latest practicable date for inclusion in this report), there were 1,878 registered holders of Unilever PLC American Depositary Receipts in the United States. We estimate that approximately 40% of the Company’s ordinary shares (including shares underlying Unilever PLC American Depositary Receipts) were held in the United States in 2023.
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars if you have Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person, severally or jointly. The Company is not aware of any arrangements the operation of which may at any subsequent date result in a change of control of the Company.
Related party transactions
Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in note 23 to the consolidated financial statements (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2024 up to 22 February 2024 (the latest practicable date for inclusion in this report).
Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006.
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2023 |
2022 |
2021 |
2020 |
2019 |
| Dividends declared for the year |
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| PLC dividends |
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|
Dividend per 31/9 p |
£1.48 |
|
£1.48 |
|
£1.46 |
|
£1.48 |
|
£1.43 |
|
Dividend per 31/9 p (US Registry) |
$1.86 |
|
$1.77 |
|
$2.00 |
|
$1.91 |
|
$1.83 |
|
| Dividends paid during the year |
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| PLC dividends |
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|
Dividend per 31/9 p |
£1.50 |
|
£1.45 |
|
£1.48 |
|
£1.45 |
|
£1.42 |
|
Dividend per 31/9 p (US Registry) |
$1.86 |
|
$1.80 |
|
$2.03 |
|
$1.85 |
|
$1.82 |
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|
|
Unilever Annual Report on Form 20-F 2023 |
249 |
|
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Additional information for US listings purpose |
Material contracts
At the date of this Annual Report on Form 20-F, Unilever is not party to any contracts that are considered material to its results or operations.
Exchange controls
Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the PLC’s shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the PLC’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.
Unilever Annual Report on Form 20-F 2023
Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY United Kingdom.
Documents on display in the United States
Unilever files and furnishes reports and information with the United States SEC. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.
2022 compared to 2021 Financial Performance
We have not included a discussion of year-over-year comparisons between 2022 and 2021 in this Annual Report on Form 20-F. This discussion can be found in “Group Financial Review”, “Business Group Review”, "Planet & Society”, “Financial Performance” and “Financial Statements” in our annual report on Form 20-F for the year ended 31 December 2022, filed with the SEC on 13 March 2023.
Other information on the Company
Innovation, Research and Development
We have over 20,000 patents protecting the discoveries and breakthroughs that our global team of 5,000 world-leading experts produce. We have invested around €900m in R&D in each of the last three years.
We strive to create superior products, consumer-relevant innovation and help ensure efficiency and resilience in supply. Technology and consumers sit at the heart of our approach to innovation. We are building digital and automated technology into our innovation centres. For example, our UK Materials Innovation Factory has the highest concentration of robots doing material chemistry in the world. It delivers more accurate data many times faster than traditional methods. We run virtual tests and scenarios to optimise products before the lab and scale up stage, bringing efficiency and cutting time to market. Our new Agile Innovation hubs, including in Shanghai, China, use real time consumer data to develop new insights, then rapidly develop prototypes to test via eCommerce in a matter of days. This provides rapid and efficient, on-trend innovation.
We are investing in real science behind our focus areas. For example, our world-leading research and partnerships on the microbiome, where we have more than 100 patents. This is unlocking significant benefits and is leading to new scientific insights and product innovations, such as biome-friendly skin care products and superior, probiotic cleaning products for the home.
R&D also underpins our sustainability goals, helping to power our move away from petrochemicals, stop plastic pollution and ensuring we source ingredients in a sustainable way. Science, technology and innovation are required behind these goals, from renewable materials, to new bio-based ingredients, to next generation packaging materials.
Every Unilever product is based on an innovation crafted by our experts in collaboration with our network of partners. We translate our scientific discoveries into everyday products that improve people’s health, confidence, and wellbeing, while taking care to reduce our impact on the planet. We are constantly evolving alongside our consumers’ ever-changing lives and tastes, and to remain at the cutting-edge of science and technology.
Raw materials
Our products use a wide variety of raw and packaging materials which we source locally and internationally, and which may be subject to price volatility either directly or as a result of movements in foreign exchange rates.
In 2023, economic volatility and inflationary and cost of living pressures continued. We experienced net material inflation of around €1.8bn with lower net material inflation in the second half of the year. We more than mitigated the effect of such net material inflation through increased productivity, price and mix of our products.
Seasonality
Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.
Intellectual property
We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.
Competition
As a fast-moving consumer goods (FMCG) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like and buy in conscious preference to those of our competitors. Our brands command loyalty and affinity and deliver superior performance.
Information on market share
Unless otherwise stated, market share refers to value share as opposed to volume share. The market data and competitive position classifications are taken from independent industry sources in the markets in which Unilever operates.
Iran-related required disclosure
Unilever operates in Iran through a non-US subsidiary. In 2023, sales in Iran were significantly less than 0.5 per cent of Unilever’s worldwide turnover. During the year, this non-US subsidiary had approximately €3,273,897 in gross revenues and less than €1,442,981 in net profits attributable to the sale of personal care and home care products to entities affiliated with the Government of Iran. The entities were the Shahrvand Group and the Najm Khavarmianeh shopping mall. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities and significantly less than 0.5 per cent of our total raw material purchases were indirectly related to the Government of Iran in connection with our operations. These two suppliers were Jovein Agriculture Industry J.S.C and Amlah Madani Iran, which supplied raw materials used in personal care and home care products, including soap, shampoo and laundry products. Our non-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. While we currently continue our activities in Iran, we are continuously evaluating such activities in light of the evolving regulatory environment.
Property, plant and equipment
The Group has interests in properties in most of the countries where there are Unilever operations. None of these interests are individually material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.
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250 |
Unilever Annual Report on Form 20-F 2023 |
|
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
|
|
|
Additional information for US listings purpose |
Cyber Security risk management and strategy
Risk management and strategy
Unilever recognises the importance of cybersecurity and takes a
risk-based approach to the defence and resiliency of critical assets, business operations, technology and data:
■Unilever has an established Cyber Security Risk Management Framework aligned to industry-standard methodologies and control frameworks. We promote a company-wide culture of cybersecurity awareness and vigilance and provide regular reporting on the cybersecurity risk posture of the organisation to operational and business leaders, leadership executives and key non-executives, in order to influence and promote continuous improvement of our risk posture. The Cyber Security Risk Management approach is aligned to Unilever’s risk management framework, with cybersecurity risk forming a central part of the principal risk "Systems and Information" on page 75;
■Unilever has an established framework of Cyber Security Policies and Standards which are in alignment to cybersecurity industry frameworks. These apply to employees, third parties, contractors, data and technology across Unilever. Unilever Cyber Security Policies and Standards are subject to periodic review and modifications based on any changes in risk;
■A Cyber Security team dedicated to risk assurance, and the Internal Audit team conducting independent enterprise-wide risk reassurance, assess and report on the risk posture of our key systems, services, data, and operations. The scope and frequency of the evaluations are risk-based, with output used to influence and promote continuous improvement of Unilever’s resilience posture, as well as provide insights to the governance of cyber risk by the Audit Committee. The Cyber Security Assurance team is composed of internal and external expertise, including penetration testing services and a bug bounty program;
■Unilever’s Cyber Security function drives continuous improvement initiatives, leveraging people, processes and technology, to address emerging risks. We also conduct resilience planning and recovery testing, aiming to bolster preparedness for cybersecurity incidents; and
■Whilst Unilever’s cyber risk management activities are aimed at reducing the likelihood of a material cybersecurity incident happening, they cannot guarantee a material event will not occur. Should a material event occur, Unilever has a set of established and rehearsed incident response procedures. These set out a structured, phased, tiered response for the full incident lifecycle, including coordination with other corporate functions and relevant senior leaders (see below). Our procedures are designed to detect and respond in a timely manner to abnormal cyber activity in order to minimise business impact – for example by supporting rapid recovery of services and/or operations, enabling legal and regulatory obligations, or reducing reputational impact.
Our internal Cyber Security function is a global team of experienced professionals, with a multi-channeled talent pipeline, who carry various and multiple industry credentials, led by a seasoned, multi-industry experienced Chief Information Security Officer (CISO). Our internal team is complemented by the expertise and specialised knowledge of a range of external partners and providers. These external providers add support across select capabilities, all in alignment with cybersecurity industry good practice frameworks.
While we have and regularly continue to experience cyber-attacks, no known cybersecurity incidents have occurred that have, or are reasonably expected to, materially affect Unilever.
Governance
Cybersecurity risk is a component of Unilever's "Systems and Information" principal risk, reflecting the importance and priority given by the Board of Directors to this risk. The Audit Committee is central to the Board's oversight of cybersecurity risk at Unilever. Cybersecurity has continued to be an area of regular focus for the Audit Committee in 2023.
Management provides cybersecurity briefings to the Audit Committee on a regular (typically quarterly) basis, covering a range of topics including:
■Status of ongoing cybersecurity controls and risk posture, and continuous improvement initiatives
■Operational metrics, and reports and learnings, as applicable, from any cybersecurity events
■Education on our cybersecurity risk management frameworks, and regulatory trends and requirements
■Ongoing awareness of external threat landscape and trends.
The Audit Committee’s role in cybersecurity risk oversight is further supported by our Internal Audit function which provides independent re-assurance of the effectiveness of Management’s cybersecurity risk handling including internal controls systems.
Ownership of cybersecurity risk at Unilever sits with the Chief Financial Officer (CFO) and the Chief Business Operations Officer (CBOO), who are members of Unilever's executive leadership team. They receive regular, routine cybersecurity briefings as well as ad hoc updates, as needed. The broader executive leadership team members are informed of the cybersecurity risk posture of Unilever and participate in periodic education and awareness sessions.
The Chief Enterprise Technology Officer (CETO) and the Chief Information Security Officer (CISO) support the CFO and CBOO by monitoring and advising on Unilever's cybersecurity risk. Outputs from the cybersecurity risk management process, threat detection capability, vulnerability lifecycle management, and assurance and re-assurance activities drive enterprise-wide visibility and reporting of company performance on cybersecurity risk posture, influencing and prioritising continuous risk mitigation activities across the enterprise.
To make transparent and track the continuous risk mitigation activities across the enterprise, a council of senior individuals and executives meet regularly and are the membership of the Information Protection Council (IPC). This Council has expertise in cybersecurity, information technology, enterprise risk, privacy, legal, physical security, and internal audit. The IPC actively reviews enterprise-wide cybersecurity risk management prioritisation, progress and initiatives, providing key operational unlocks and risk prioritisation decisions. These senior individuals have significant experience and expertise across multiple industries, with specialty expertise in developing and executing cybersecurity strategy, driving digital transformation, managing information technology, overseeing and embedding data protection and data privacy good practices, embedment and oversight of financial controls, and operating within complex regulatory and compliance environments. The members of the IPC then drive, as appropriate to their role and responsibilities, first and second line of defence risk reduction activities, providing a whole-of-Unilever approach to the governance of cybersecurity risk, embedment of cybersecurity controls, assurance of those controls and risk posture, and independent re-assurance of our cybersecurity risk posture.
Taxation
The comments below in relation to United Kingdom and United States taxation are based on current United Kingdom and United States federal income tax law as applied in England and Wales and the United States respectively, and HM Revenue & Customs ('HMRC') and Internal Revenue Service (“IRS”) practice (which may not be binding on HMRC or the IRS) respectively, in each case as at the latest practicable date before the date of this document.
Taxation for US persons holding shares or American Depositary Shares in PLC
The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares or American Depositary Shares ('ADSs'). A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, any state or the District of Columbia, or any other legal person subject to US Federal Income Tax on its worldwide income.
United Kingdom taxation on dividends
Under United Kingdom law, income tax is not withheld from dividends paid by most United Kingdom companies, including PLC. Shareholders of PLC, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.
A non-UK resident shareholder or ADS holder holding their shares or ADSs otherwise than in connection with any trade, profession or vocation carried on through a branch, agency or permanent establishment in the UK will not generally be subject to UK tax in respect of dividends paid by PLC.
United States taxation on dividends
If you are a US person, the distribution up to the amount of PLC’s earnings and profits for US Federal Income Tax purposes will be ordinary dividend income.
Any portion of the distribution that exceeds PLC’s earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in PLC’s shares or ADSs, and thereafter is treated as a gain on a disposition of the shares or ADSs. PLC does not maintain calculations of its earnings and profits in accordance with US Federal Income Tax accounting principles. You should therefore assume that any distribution by PLC with respect to the shares will be reported as ordinary dividend income. You should consult your own tax advisers
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Unilever Annual Report on Form 20-F 2023 |
251 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
with respect to the appropriate US Federal Income Tax treatment of any distribution received from us.
Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes.
For US Federal Income Tax purposes, the amount of any dividend paid in a non-US currency will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the date the dividends are received by you or the depositary (in the case of ADSs), regardless of whether they are converted into US dollars at that time. If the non-US currency is converted into US dollars on the day they are received, you generally will not be required to recognise foreign currency gain or loss in respect of this dividend income.
UK taxation on capital gains
Under United Kingdom law, when you dispose of shares or ADSs you may be liable to pay United Kingdom tax in respect of any gain accruing on the disposal.
However, if you are either:
■an individual who is not resident in the United Kingdom for the year in question; or
■a company which is not resident in the United Kingdom when the gain accrues
you will generally not be liable to United Kingdom tax on any gains made on disposal of your shares or ADSs.
There are exceptions to this general rule, two of which are: if the shares or ADSs are held in connection with a trade or business which is conducted in the United Kingdom through a branch, agency or permanent establishment; or if the shares or ADSs are held by an individual who becomes resident in the UK having left the UK for a period of non-residence of five years or less and who was resident for at least four of the seven tax years prior to leaving the UK. In such cases, you may be liable to United Kingdom tax in respect of the disposal of shares or ADSs.
United States taxation on capital gains
If you are a US person generally you will recognise capital gain or loss for US Federal Income Tax purposes equal to the difference, if any, between the amount realised on the sale and your adjusted tax basis in the shares or ADSs, in each case as determined in US dollars. You should consult your own tax advisers about how to determine the US dollar value of any foreign currency received as proceeds on the sale of shares or ADSs and the treatment of any foreign currency gain or loss upon conversion of the foreign currency into US dollars. The capital gain or loss recognised on the sale will be long-term capital gain or loss if your holding period in the shares or ADSs exceeds one year. Non-corporate US persons are subject to tax on long-term capital gain at reduced rates. The deductibility of capital losses is subject to limitations.
UK inheritance tax
Under the current estate and gift tax convention between the United States and the United Kingdom, shares or ADSs (regardless of whether they are situated in the United Kingdom for inheritance tax purposes) held by an individual shareholder who is:
■domiciled for the purposes of the convention in the
United States; and
■not for the purposes of the convention a national of the
United Kingdom
will generally not be subject to United Kingdom inheritance tax:
■on the individual’s death; or
■on a gift of the shares during the individual’s lifetime.
Where shares or ADSs are held on trust, they will generally not be subject to United Kingdom inheritance tax where the settlor at the
time of the settlement:
■was domiciled for the purposes of the convention in the United States; and
■was not for the purposes of the convention a national of the United Kingdom.
An exception is if the shares or ADSs are part of the business property of a permanent establishment of the shareholder in the United Kingdom
or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.
Where shares or ADSs are subject to United Kingdom inheritance tax and United States federal gift or federal estate tax, the amount of the tax paid in one jurisdiction can generally be credited against the tax due in the other jurisdiction.
Where a United Kingdom inheritance tax liability is prima facie not payable by virtue of the convention, that tax can become payable if any applicable federal gift or federal estate tax on the shares or ADSs in the United States is not paid.
Where shares are dealt with through a clearing system or in the form of ADSs, the situs of the shares may not be determinative of the situs of the interests held by holders through such system or of such ADSs for United Kingdom inheritance tax purposes. Where shares are dealt with through Euroclear Nederland, there are arguments that the interests of participants in Euroclear Nederland will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax so long as Euroclear Nederland maintains the book-entry register of such participants’ interests outside the United Kingdom, although HMRC
may not accept this analysis. Similarly, there are arguments that ADSs registered on a register outside the United Kingdom will be situated outside the United Kingdom for the purposes of United Kingdom inheritance tax, although again HMRC may not accept this analysis. Shareholders to whom this may be relevant should consult an appropriate professional adviser.
If the ADSs or the shares dealt with through Euroclear Nederland or both are not situated in the United Kingdom, a gift of such ADSs or such shares by, or the death of, an individual holder of such assets who is neither domiciled nor deemed to be domiciled (under certain rules relating to long residence or previous domicile) in the United Kingdom will not generally give rise to a liability to United Kingdom inheritance tax regardless of whether the estate and gift tax convention between the United States and the United Kingdom applies. Special rules may also apply to such ADSs or such shares dealt with through Euroclear Nederland which are held on trust.
UK stamp duty and stamp duty reserve tax
The statements in this section are intended as a general guide to the current United Kingdom stamp duty and stamp duty reserve tax ('SDRT') position. Special rules apply to certain transactions such as transfers of the shares to a company connected with the transferor and those rules are not described below. Investors should also note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.
Issue of shares
Subject to the points noted below in respect of shares issued to clearance services (such as Euroclear Nederland) or which are issued into a depositary receipt system where the shares are to be held in ADS form, no stamp duty or SDRT will arise on the issue of shares in registered form by PLC.
Transfer of shares
Except in relation to clearance services and depositary receipt systems (to which special rules outlined below apply), stamp duty at the rate of 0.5 per cent (rounded up to the next multiple of £5) of the amount or value of the consideration given will generally be payable on an instrument transferring PLC shares. A charge to SDRT will also generally arise on an unconditional agreement to transfer PLC shares (at the rate of 0.5 per cent of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional, an instrument of transfer is executed pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee.
Shares held through clearance services including Euroclear Nederland
Special rules apply where shares are issued or transferred to, or to a nominee or agent for, a person providing a clearance service. In such circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per cent, with subsequent transfers within the clearance service then being free from SDRT and stamp duty (except in relation to clearance service
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252 |
Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
providers that have made an election under section 97A(1) of the Finance Act 1986 which has been approved by HMRC, to which the special rules apply).
In light of EU case law, HMRC accepted that the 1.5 per cent charge is in breach of EU law so far as it applies to issues of shares or to transfers of shares that are an integral part of a share issue. This EU case law will continue to be recognised and followed pursuant to the provisions of the European Union (Withdrawal) Act 2018 (the 'EUWA').
HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty charge continues to apply to other transfers of shares into a clearance service, although this has been disputed. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5 per cent stamp duty or SDRT charge in any circumstances. Any liability for stamp duty or SDRT in respect of a transfer of shares into a clearance service, or in respect of a transfer of shares within such a service, which does arise will strictly be accountable by the clearance service or its nominee but may, in practice, be payable by the relevant participant in the clearance service.
Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there should be no stamp duty or SDRT on an issuance of shares into a depositary receipt system where such transfer is an integral part of the raising of capital by the company concerned. A transfer of shares into a depositary receipt system may be subject to SDRT or stamp duty may be charged at a rate of 1.5 per cent, with subsequent transfers of depositary receipts then being free from SDRT.
Any liability for stamp duty or SDRT in respect of a transfer of shares into a depositary receipt system which does arise will strictly be accountable by the depositary receipt system operator or its nominee but may, in practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as depositary in respect of the ADSs will not be subject to stamp duty or SDRT. An agreement for the transfer of ADSs will not be subject to SDRT but a charge to stamp duty will technically arise on the transfer of ADSs if it is executed in the UK or relates to any property situated, or to any matter or thing done or to be done, in the UK. However, the only sanction for failing to pay such stamp duty is that the instrument of transfer cannot be produced as evidence in a UK court. Therefore, no UK stamp duty should in practice be payable on the acquisition or transfer of existing ADSs or transfer of beneficial ownership of ADSs.
US backup withholding and information reporting
Payments of dividends and other proceeds with respect to ordinary shares or ADSs by a US (or US connected) paying agent or a US (or US connected) intermediary will be reported to you and to the IRS as may be required under applicable regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or fail to comply with applicable certification requirements. Some holders are not subject to backup withholding. You should consult your tax adviser as to your qualification for an exemption from backup withholding and the procedure for obtaining an exemption.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets, including stock in a non-US corporation, with values in excess of certain thresholds are required to file Form 8938 with their US Federal Income Tax return. Such Form requires disclosure of information concerning such non-US assets, including the value of the assets. Failure to file the Form when required may subject you to penalties. An exemption from reporting applies to non-US assets held through a US financial institution generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisers regarding the possible application of this disclosure requirement to their investment in the shares or ADSs.
Description of securities other than equity securities
Deutsche Bank serves as the depositary (Depositary) for PLC’s American Depositary Receipt Programme.
Depositary fees and charges for PLC
Under the terms of the Deposit Agreement for the PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:
■Issuance of ADSs: up to US 5¢ per ADS issued.
■Cancellation of ADSs: up to US 5¢ per ADS cancelled.
■Processing of dividend and other cash distributions not made pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.
An ADS holder will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:
■fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the United Kingdom (i.e. upon deposit and withdrawal of shares);
■expenses incurred for converting foreign currency into US dollars;
■expenses for cable, telex and fax transmissions and for delivery of securities;
■taxes and duties upon the transfer of securities (i.e. when shares are deposited or withdrawn from deposit);
■fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and
■fees incurred in connection with the distribution of dividends.
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the depositary bank. Notice of any changes will be given to investors.
Depositary payments – fiscal year 2023
Deutsche Bank has been the depositary bank for its American Depositary Receipt Programme since 1 July 2014. Under the terms of the Deposit Agreement, PLC is entitled to certain reimbursements, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program-related expenses (that include expenses incurred from the requirements of the US Sarbanes-Oxley Act of 2002). In relation to 2023, PLC received $5,274,810 from Deutsche Bank.
Defaults, dividend arrearages and delinquencies
Defaults Programme
There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default relating to indebtedness of the Group.
Dividend arrearages and delinquencies
There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.
Articles of association
Lapse of distributions
Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend by PLC reverts to PLC. Any unclaimed dividends may be invested or otherwise applied for the benefit of PLC while they are claimed. PLC may also cease to send any cheque for any dividend on any shares normally paid in that manner if the cheques in respect of at least two consecutive dividends have been returned to PLC or remain uncashed.
Unilever N.V., the former parent company of the Unilever Group alongside PLC, was merged in to PLC and dissolved in November 2020 (Unification). The time periods for the right to claim cash dividends or the proceeds of share distributions declared by Unilever N.V. before Unification will remain at 5 and 20 years, respectively, after the first day the dividend or share distribution was obtainable from Unilever N.V. Any such unclaimed amounts will revert to Unilever PLC after the expiry of these time periods.
Redemption provisions and capital call
Outstanding PLC ordinary shares cannot be redeemed. PLC may make capital calls on money unpaid on shares and not payable on a fixed date. PLC has only fully paid shares in issue.
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Unilever Annual Report on Form 20-F 2023 |
253 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
Modification of rights
Modifications to PLC's Articles of Association must be approved by a general meeting of shareholders.
Modifications that prejudicially affect the rights and privileges of a class of PLC shareholders require the written consent of three-quarters of the affected holders (excluding treasury shares) or a special resolution passed at a general meeting of the class at which at least two persons holding or representing at least one-third of the paid-up capital (excluding treasury shares) must be present. Every shareholder is entitled to one vote per share held on a poll and may demand a poll vote. At any adjourned general meeting, present affected class holders may establish a quorum.
Required majorities
Resolutions are usually adopted at the Company's General Meetings by an absolute majority of votes cast, unless there are other requirements under the applicable laws or the Company's Articles. For example, there are special requirements for resolutions relating to the alteration of the Articles of Association and the liquidation of the Company. A proposal to alter the Articles of the Company can be made either by the Company's Board or by requisition of shareholders in accordance with the UK Companies Act 2006. Unless expressly specified to the contrary in the Company's Articles, the Company's Articles may be amended by a special resolution. The Company's Articles can be found on our website.
Purchases of equity securities
Share purchases during 2023
Please also refer to the ‘Shares’ section on page 99.
In 2023 31,734,256 PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any 'affiliated purchaser', as defined in Section 10b-18(a)(3) of the US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.
The following table shows details of such purchases of shares made by the Company during 2023:
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| 2023 |
Total Number of Shares purchased |
Average Price Paid Per Share (GBP) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maxium Number (or Approximate Dollar Value)
of Shares that May Yet be Purchased Under
the Plans or Programs |
| January |
– |
– |
– |
– |
| February |
– |
– |
– |
– |
| March |
4,475,280 |
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41.76 |
4,475,280 |
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– |
| April |
2,835,489 |
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43.28 |
7,310,769 |
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– |
| May |
6,611,950 |
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42.25 |
13,922,719 |
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– |
| June |
1,629,965 |
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40.37 |
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15,552,684 |
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– |
| July |
– |
– |
– |
– |
| August |
– |
– |
– |
– |
| September |
6,276,933 |
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40.69 |
21,829,617 |
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– |
| October |
9,904,639 |
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39.69 |
31,734,256 |
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– |
| November |
– |
– |
– |
– |
| December |
– |
– |
– |
– |
Between 31 December 2023 and 22 February 2024 (the latest practicable date for inclusion in this report), PLC did not conduct any share repurchases.
Management’s report on internal control over financial reporting
In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act
of 1934):
■Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;
■Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;
■Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2023, and has concluded that such internal control over financial reporting is effective. Management’s assessment and conclusion excludes Zywie Ventures Private Limited (“OZiva”) and Yasso Holdings, Inc. as they were acquired on 10 January 2023 and 1 August 2023, respectively. These entities are included in our 2023 consolidated financial statements, and together they constituted 1.09% of our total assets as at 31 December 2023 (of which 92% represented goodwill and intangible assets acquired) and 0.14% of total turnover for the year ended 31 December 2023; and
■KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2023, have also audited the effectiveness of internal control over financial reporting as at 31 December 2023 and have issued an attestation report on internal control over financial reporting.
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254 |
Unilever Annual Report on Form 20-F 2023 |
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| STRATEGIC REPORT |
CORPORATE GOVERNANCE |
FINANCIAL STATEMENTS |
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Additional information for US listings purpose |
Principal accountant fees and services
Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118
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€ million |
€ million |
€ million |
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2023 |
2022 |
2021 |
Audit fees(a) |
23 |
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23 |
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22 |
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Audit-related fees(b)(c) |
1 |
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1 |
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6 |
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Tax fees(d) |
– |
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– |
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– |
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All other fees(d) |
– |
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– |
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– |
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(a)Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2022: less than €1 million individually and in aggregate; 2021: less than €1 million individually and in aggregate).
(b)Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.
(c)2021 includes audit of carve-out financial statements of ekaterra (€5 million).
(d)Amounts paid in relation to each type of service are individually less than €1 million. In aggregate the fees paid were less than €1 million (2022: less than €1 million, 2021: less than €1 million).
Guarantor statements
On 26 July 2023, Unilever Finance Netherlands B.V. and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully guaranteed by Unilever PLC (PLC) and Unilever United States, Inc. (UNUS).
In relation to the US Shelf registration, US$11.2 billion of Notes were outstanding at 31 December 2023 (2022: US$10.75 billion; 2021: US$12.1 billion) with coupons ranging from 0.626% to 5.900%. These Notes are repayable between 7 March 2024 and 12 August 2051.
All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several basis, by PLC and UNUS.
UCC and UNUS are 100% subsidiaries of Unilever PLC and are consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from intercompany investments and balances. Therefore, as allowed under Rule 13-01 of regulation S-X, we have excluded the summarised information for each issuer and guarantor.
The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt securities are endorsed.
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Unilever Annual Report on Form 20-F 2023 |
255 |
For further information about
Unilever please visit our website:
www.unilever.com
Unilever PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7438 2800
Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
Registered in England and Wales UNILEVER PLC — 20-F EXHIBIT LIST
Company Number: 41424
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| Exhibit |
Description of Exhibit |
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| 1.1 |
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| 2.1 |
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| 2.2 |
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| 2.3 |
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| 2.4 |
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| 4.1 |
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| 4.2 |
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| 4.3 |
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| 4.4 |
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| 4.5 |
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| 4.6 |
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| 4.7 |
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| 4.8 |
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| 8.1 |
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| 12.1 |
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| 13.1 |
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| 15.1 |
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| 17.1 |
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| 97.1 |
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| 101 |
The following financial information from Unilever PLC’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) consolidated income statement for the years ended December 31, 2023, 2022 and 2021, (ii) consolidated statement of comprehensive income for the years ended 31 December 2023, 2022 and 2021, (iii) consolidated statement of changes in equity for the year ended 31 December 2023, 2022 and 2021, (iv) consolidated balance sheet as of December 31, 2023 and 2022, (vi) consolidated cash flow statement for the years ended December 31, 2023, 2022 and 2021, and (vii) notes to the consolidated financial statements. |
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| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.
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| 1 |
Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2022. |
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| 2 |
Incorporated by reference to Exhibit 2.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2022. |
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| 3 |
Incorporated by reference to Exhibit 99.1 of post-effective amendment to Form F-3 (File No: 333-245589) filed with the SEC on July 26, 2023. |
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| 4 |
Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014. |
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| 5 |
Incorporated by reference to Exhibit 2.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2020. |
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| 6 |
Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 12, 2022. |
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| 7 |
Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
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| 8 |
Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002. |
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| 9 |
Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011. |
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| 10 |
Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 9, 2022. |
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| 11 |
Incorporated by reference to Exhibit 4.9 of Form 20-F (File No: 001-04546) filed with the SEC on February 28, 2018. |
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| 12 |
The required information is set forth on pages 226 of the Annual Report on Form 20-F 2023. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
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| Unilever PLC. |
| (Registrant) |
|
| /s/ M.Varsellona |
| M.Varsellona, |
| Chief Legal Officer and Group Secretary |
| Date: 14 March 2024 |
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a11unilever-articlexofxa.htm
EX-1.1
a11unilever-articlexofxa
Articles of Association and Special and other resolutions of UNILEVER PLC Incorporated 21 June 1894 Company No. 41424 5 May 2021 Contents Table of Contents of Articles of Association and Special and other Resolutions Certificate of Incorporation of Lever Brothers, Limited ...6 Certificate of change of name to Lever Brothers & Unilever Limited ......................................................................................7 Certificate of change of name to Unilever limited ..............8 Certificate of Incorporation as a public company 9 Articles of Association...........................................................................10 Article Interpretation 1 Exclusion of Model Articles ....................................................10 2 Definitions .........................................................................................10 Limited Liability 3 Limited Liability..............................................................................11 Share Capital 4 Rights attached to shares ......................................................11 5 Redemption of shares ..............................................................11 6 Trusts not recognised.................................................................11 7 Allotment of shares.....................................................................11 8 Payment of commission...........................................................11 9 Modification of rights ................................................................11 Evidence of Title to Shares 10 Uncertificated shares.................................................................11 11 Certificated shares ......................................................................12 12 Replacement of certificates...................................................12 13 Execution of share certificates.............................................12 Lien 14 Company’s lien on shares not fully paid ......................12 15 Enforcing lien by sale.................................................................12 16 Validity of sales ..............................................................................13 17 Application of proceeds of sale..........................................13 Calls on Shares 18 Calls.......................................................................................................13 19 Payment on calls...........................................................................13 20 Liability of joint holders............................................................13 21 Interest due on non-payment..............................................13 22 Sums due on allotment to be treated as calls..........13 23 Power to differentiate................................................................13 24 Payment of calls in advance .................................................13 Forfeiture of Shares 25 Notice may be given if call or instalment not paid...............................................................................................13 26 Form of notice.................................................................................13 27 Forfeiture of shares if non-compliance with notice.........................................................................................13 28 Notice after forfeiture ................................................................13 29 Sale of forfeited shares.............................................................14 30 Arrears to be paid notwithstanding forfeiture..........14 31 Effect of forfeiture.........................................................................14 32 Statutory declaration as to forfeiture.............................14 Transfer of Shares 33 Transfer................................................................................................14 34 Execution of transfer ..................................................................14 Right to decline to register transfer of partly paid shares ..................................................................14 36 Further rights to decline to register transfer...............14 37 Notice of refusal ............................................................................14 38 No fee payable on registration...........................................15 Transmission of Shares 39 Transmission of registered shares on death..............15 Entry of transmission in register .........................................15 41 Election of person entitled by transmission ...............15 42 Rights of person entitled by transmission ...................15 Conversion of Shares into Stock 43 Conversion of shares into stock..........................................15 44 Rights of stockholders...............................................................15 Share Warrants to Bearer Issue of share warrants ............................................................15 46 Bearer of warrants deemed a member of the Company.............................................................................16 47 Restrictions on attending and voting at meetings ......................................................................................16 48 One name only to be received as holder of share warrant............................................................................16 51 Issue of deposit certificate in respect of share warrants .........................................................................16 Surrender of deposit certificate ..........................................16 51 Restriction on exercise of rights of membership .....16 52 Issue of new share warrants .................................................16 53 Transfer of share warrants......................................................16 54 Issue of shares on surrender of share warrants.......16 Untraced Shareholders Sale of shares of untraced shareholders......................16 56 Cessation of sending dividend payments...................17 Alteration of Capital 57 Sub-division......................................................................................17 58 Fractions.............................................................................................17 General Meetings 59 Notice of General Meetings - Omission or non- receipt of notice.............................................................................17 Proceedings at General Meetings Quorum...............................................................................................17 61 Dissolution and adjournment of meeting if quorum not present................................................................17 62 Chair of general meeting........................................................17 63 Attendance of Directors ...........................................................18 64 Postponement of general meetings................................18 Adjournments and notice of adjournment.................18 66 Amendments to resolutions..................................................18 67 Arrangements for participation in general meetings....................................................................18 68 Security, health and safety and other arrangements at general meetings................................19 Unilever Articles of Association 35 40 45 50 55 60 65 2 Contents Unilever Articles of Association 70 75 80 85 90 95 100 105 110 Table of Contents of Articles of Association and Special and other Resolutions continued Voting 69 Method of voting ..................................................................................19 Effect of properly demanded poll .............................................20 71 When poll to be taken.......................................................................20 72 Continuance of business after demand for poll..............20 73 Voting rights.............................................................................................20 74 Voting rights of joint holders.........................................................20 Exercise of voting rights for incapable member..............20 76 No right to vote where sums still payable ...........................20 77 Suspension of rights where non-disclosure of interest ..........................................................................................................................20 78 Objections.................................................................................................21 Proxies 79 Appointment of proxies ...................................................................22 Receipt of proxies .................................................................................22 81 Maximum validity of proxy.............................................................22 82 Form of proxy...........................................................................................22 83 Determination of authority............................................................22 Appointment, Retirement and Removal of Directors 84 Number of Directors ...........................................................................22 Shareholding qualification............................................................22 86 Power for Directors to fill casual vacancies or appoint additional Directors........................................................23 87 Retirement of Directors.....................................................................23 88 Meeting to fill up vacancies ..........................................................23 89 Persons eligible as Directors.........................................................23 Provisions if no eligible persons available ..........................23 91 Provisions if insufficient eligible persons elected...........23 92 Power to remove Director by special resolution..............23 93 Disqualification of Directors .........................................................23 94 Alternate Directors ..............................................................................23 Executive Directors ..............................................................................24 96 Non-Executive Directors...................................................................24 Remuneration and Expenses of Directors 97 Directors’ remuneration...................................................................24 98 Extra remuneration.............................................................................24 99 Expenses ....................................................................................................24 Directors’ Interests Conflicts of interest requiring board authorisation ......24 101 Other conflicts of interest................................................................25 102 Benefits........................................................................................................25 103 Quorum and voting requirements............................................25 104 General........................................................................................................26 Powers and Duties of the Directors General powers of Company vested in Directors ...........26 106 Establishment of local boards ....................................................26 107 Powers of attorney...............................................................................26 108 Delegation to individual Directors............................................27 109 Registers.....................................................................................................27 Power to borrow money and give security ..........................27 111 Pensions......................................................................................................27 112 Provision for employees...................................................................28 Proceedings of the Directors 113 Meetings of Directors..................................................................................28 114 Notice of meetings ......................................................................................28 115 Quorum..........................................................................................................28 116 Effect of vacancies in number of Directors...........................................28 117 Power to appoint chair...............................................................................28 118 Competence of meetings..........................................................................28 119 Voting..............................................................................................................28 120 Delegation to committees........................................................................28 121 Delegation to Chief Executive Officer....................................................29 122 Participation in meetings by telephone................................................29 123 Resolution in writing ...................................................................................29 124 Validity of acts of Directors or committee.............................................29 125 Minutes to be made....................................................................................29 Seals 126 Use of seals....................................................................................................29 Dividends and Other Payments 127 Application of profits..................................................................................29 128 Declaration of dividends ...........................................................................29 129 Interim dividends.........................................................................................29 130 Dividends to be paid according to amounts paid up on shares..................................................................................................30 131 Debts may be deducted ............................................................................30 132 Dividend not to bear interest against the Company.........................30 133 Payment procedures...................................................................................30 134 Unclaimed dividends..................................................................................30 135 Dividends in specie......................................................................................30 Capitalisation of Profits 136 Power to capitalise profits.........................................................................31 137 Scrip Dividends.............................................................................................31 138 Settlement of difficulties in distribution on capitalisation of profits..............................................................................31 Record Dates and Accounting Records 139 Record dates .................................................................................................32 140 Inspection of records ..................................................................................32 Service of Notices and Other Documents 141 Service of notices .........................................................................................32 142 Members resident abroad........................................................................32 143 When notice deemed served ...................................................................32 144 Service of notice to person entitled by transmission.........................33 145 Notice when post not available and notice given by advertisement............................................................................................... 33 Destruction of Documents 146 Consequences of destruction of documents.......................................33 Winding-Up 147 Order of priority in winding-up ................................................................33 Indemnity 148 Indemnification of Directors.....................................................................34 149 Indemnification of Directors.....................................................................34 3 Contents Capital Alterations 12th October, 1937........................................................................................... 35 Special Resolution for Reduction of Capital to £117,000,000; conversion of 4,015,310 7 per cent. Cumulative Preference Shares of £1 each into 4,015,310 5 per cent. Cumulative Preference Shares of £1 each; consolidation of 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each and conversion into 6,212,688 Ordinary Shares of £1 each; conversion of 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each into 7,000,000 Ordinary Shares of £1 each; subdivision of 2,150,000 Ordinary Shares of £10 each into 21,500,000 Ordinary Shares of £1 each; increase of capital to £141,418,750; conversion of unissued shares into stock when issued and fully paid; and change of name of Company to Lever Brothers & Unilever Limited 15th November, 1937...................................................................................... 36 Order of the High Court sanctioning the Scheme of Arrangement and Amalgamation between Unilever Limited and its Stockholders and Lever Brothers, Limited and confirming the reduction of the capital to £117,000,000 15th November, 1937...................................................................................... 37 Minute approved by the Court on reduction of capital 30th November, 1937...................................................................................... 38 Certificate of registration of the above mentioned Order of the High Court and Minute on reduction of capital 27th February, 1952 ......................................................................................... 39 Special Resolution to change name of Company to Unilever Limited 20th September, 1966 .................................................................................... 39 Special Resolutions for Reduction of Capital by the cancellation of assented Preferential Stock (as defined in the Scheme of Arrangement dated 25th August, 1966 between Unilever Limited and its six classes of members) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each; increase of capital to £141,418,750; redesignation of Preference and Preferred Ordinary Stock and Shares 24th October, 1966........................................................................................... 40 Order of the High Court sanctioning (with modifications) Scheme of Arrangement dated 25th August, 1966, between Unilever Limited an reduction of the capital to £64,274,506; approving Minute (on reduction of capital) as set forth in the Second Schedule to the Order 5th December, 1966......................................................................................... 48 Certificate of registration on 2nd December, 1966 of the above mentioned Order of the High Court dated 24th October, 1966 and relative Minute on reduction of capital 12th December, 1983...................................................................................... 49 Special Resolution for the Reduction of Capital by the cancellation of 24,993,904 Ordinary Shares and the increase of the authorised Capital to £141,418,750 24th January, 1984............................................................................................ 50 Order of the High Court confirming the reduction of capital from £141,418,750 to £135,170,274 and Minute approved by the Court 14th February, 1984 ......................................................................................... 52 Certificate of registration on 27th January, 1984 of the above mentioned Order of the High Court dated 24th January, 1984 and relative Minute on reduction of capital 23rd January, 1989............................................................................................ 53 Special Resolution for the Reduction of Capital by the repayment of the 7 per cent. and 5 per cent. First Cumulative Preference Stocks, the 8 per cent. Second Cumulative Preference Stock and the 20 per cent. Third Cumulative Preferred Ordinary Shares 23rd January, 1989............................................................................................ 53 Extraordinary Resolution at Class Meeting of the holders of the 7 per cent. First Cumulative Preference relating to the Reduction of Capital referred to above 23rd January, 1989............................................................................................ 54 Extraordinary Resolutions at Class Meetings of the holders of 5 per cent. First Cumulative Preference Stocks and the 8 per cent. Second Cumulative Preference Stock relating to the Reduction of Capital referred to above 23rd January, 1989............................................................................................ 55 Extraordinary Resolutions at Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares relating to the Reduction of Capital referred to above 27th February, 1989 ......................................................................................... 56 Order of the High Court confirming the Reduction of Capital from £141,418,750 to £136,275,682 and Minute approved by the Court 13th March, 1989 ............................................................................................... 58 Certificate of registration on 2nd March, 1989 of the above mentioned Order of the High Court dated 27th Table of Contents of Articles of Association and Special and other Resolutions continued Unilever Articles of Association 4
Contents Unilever Articles of Association Table of Contents of Articles of Association and Special and other Resolutions continued Special and other Resolutions 18th June, 1931 ...................................................................................................59 Resolution for Conversion of Shares into Stock 12th July, 1951......................................................................................................59 Resolution of Ordinary Stockholders sanctioning modification of the terms of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever N.V. and the Company referred to in Article 3 of the Company’s Articles of Association 27th October, 1961...........................................................................................60 Resolution re-converting the issued Ordinary Stock into Ordinary Shares of 5s. 0d. each and sub-dividing the unissued Ordinary Shares of £1 each into Ordinary Shares of 5s. 0d. each Special Resolution relating to resolutions for conversion of Shares into Stock ceasing to apply to the Ordinary Share capital 17th May, 1978 ....................................................................................................60 Resolution re-converting 20 per cent. Third Cumulative Preferred Ordinary Stock into Shares 9th April, 1981 ......................................................................................................61 Resolution of the Directors to re-register as a public company and to amend the Memorandum of Association 18th May, 1983....................................................................................................61 Special Resolution adopting new Clause 3 of the Memorandum of Association 20th May, 1987 ....................................................................................................62 Resolution sub-dividing the Ordinary Shares of 25p each into Ordinary Shares of 5p each Special Resolution adopting new Articles of Association 3rd May, 1989.......................................................................................................62 Special Resolution amending the Articles of Association on repayment of Preference Stocks and Preferred Ordinary Shares Special Resolution amending Article 145(a) of the Articles of Association ...................................................................................63 Special Resolution adopting new Article 117 of the Articles of Association....................................................................................63 4th May, 1994.......................................................................................................65 Special Resolution amending Article 110 and adopting new Article 158 of the Articles of Association Special Resolution adopting new Article 127 of the Articles of Association......................................................................65 3rd May, 1995.......................................................................................................66 Special Resolution adopting new Articles 14, 128 and 141 of the Articles of Association Special Resolution adopting new Articles 57 and 134 of the Articles of Association..................................................66 Special Resolution adopting new Articles 75 and 76 of the Articles of Association......................................................................67 6th May, 1997.......................................................................................................68 Special Resolution amending Articles 2, 35, 38, 39, 56, 57, 141, 145, 147, 150, 152 and 153 and adopting new Articles 12.1, 12.2, 34, 37, 42 and 70 of the Articles of Association 22nd September, 1997...................................................................................71 Special Resolution adopting new Article 9 and amending Article 83 4th May, ...................................................................................................................72 Special Resolution adopting new Article 9 and amending Article 83 9th May, 2001.......................................................................................................73 Special Resolution amending Articles 2, 69, 72, 85, 92, 93, 104, 105, 121, 126, 129, 150, 151 and 152 and adopting new Articles 89, 90, 91 and 95 12th May, 2004....................................................................................................75 Special Resolution amending Articles 2, 77, 118 and 134, adopting new Articles 74, 97, 101, 103, 108, 109 and 130, and deleting Articles 107, 127, 132 and 133 Special Resolution amending Articles 3, 11, 44, 56, 72, 77 75, 110, 144, 145, 156 and 158 .................................................................. 77 11th May, 2005....................................................................................................78 Special Resolution amending Articles 107 and 108 and substituting Articles 130 and 159 9th May, 2006.......................................................................................................79 Special resolution substituting Articles 9, 11(C), 99, 101, 102 and 103 and amending Article 109 16th May, 2007 ....................................................................................................81 Special resolutions amending Articles 2, 9, 83, 90(C), 109, 151 and 154 and substituting Article 155(A) 14th May, 2008....................................................................................................82 Special resolution adopting new Articles of Association of the Company 12th May, 2010....................................................................................................82 Special resolution adopting new Articles of Association of the Company 11th May, 2011....................................................................................................83 Special resolution amending Article 111 9th May, 2012.......................................................................................................84 Special resolution adopting new Article 69 Special resolution amending Articles 65, 67(A), 70, 88, 90 5th May, 2021.......................................................................................................85 Special resolution amending (as renumbered) Articles 2, 9, 11,16,18, 24, 30, 32, 33, 36(B), 39, 41, 42, 46, 47, 49, 51, 54, 55, 58, 59, 60, 61, 62, 63, 65(A), 66, 67, 68, 69, 70, 71, 72, 73, 75, 76, 77(C), 78, 79, 80(A), 81, 86, 89, 90, 91, 92, 93, 94, 95, 96, 97, 99, 100, 101, 102, 103, 104, 110(C), 111, 114,116, 117, 119, 122, 126, 127, 128, 129, 131, 133, 134, 137(G), 140, 141,142, 144 and 148, adopting (as renumbered) new Articles 64 and 149 and deleting (as previously numbered) Article 61, 151 and 152 5 Certificates I hereby Certify that LEVER BROTHERS, LIMITED is this day Incorporated under the Companies Acts, 1862 to 1890, and that the Company is Limited. Given under my hand at London this Twenty-first day of June, One thousand eight hundred and ninety-four. Fees and Deed Stamps: £51 5s. 0d. Stamp Duty on Capital: £1,500. J. S. PURCELL, Registrar of Joint Stock Companies. Certificate of Incorporation of Lever Brothers, Limited No. 41424 C N.L. 40439 Unilever Articles of Association 6 Certificates Unilever Articles of Association Certificate of change of name to Lever Brothers & Unilever Limited No. 41424 I hereby Certify that LEVER BROTHERS, LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called LEVER BROTHERS & UNILEVER LIMITED, and I have entered such new name on the Register accordingly. Given under my hand at London, this Thirty-first day of December, One thousand nine hundred and thirty-seven. P. MARTIN, Registrar of Companies. 7 Certificates Certificate of change of name to Unilever limited No. 41424 I hereby Certify that LEVER BROTHERS & UNILEVER LIMITED having, with the sanction of a Special Resolution of the said Company and with the approval of the BOARD OF TRADE, changed its name, is now called UNILEVER LIMITED, and I have entered such new name on the Register accordingly. Given under my hand at London, this First day of March, One thousand nine hundred and fifty-two. J. D. TODD, Registrar of Companies. pursuant to Section 18(3) of the Companies Act 1948 Unilever Articles of Association 8
Certificates Unilever Articles of Association Certificate of Incorporation on as a public company No. 41424 I hereby Certify that UNILEVER PLC has this day been re-registered under the Companies Acts 1948 to 1980 as a public company, and that the company is limited. Dated at Cardiff the 1st June, 1981. D. B. NOTTAGE, Registrar of Companies. 9 Articles Interpretation Exclusion of Model Articles 1 No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company. Definitions 2 In these articles unless the context otherwise requires: “address”, includes a number or address used for sending or receiving documents or information by electronic means; “these articles” means these articles of association as altered from time to time by special resolution and the expression “this article” shall be construed accordingly; “the auditors” means the auditors for the time being of the Company or, in the case of joint auditors, any one of them; “the Bank of England base rate” means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998; “certificated share” means a share which is not an uncertificated share; “clear days” in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; “combined physical and electronic general meeting” means any general meeting (including any general meeting of the holders of any class of shares in the Company) convened and held in accordance with these Articles and which allows participants to attend in person at a physical location(s) specified in the notice of such general meeting or via an electronic platform; “the Companies Acts” means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company; “Company” means Unilever PLC; “the Directors” means the Board of Directors of the Company for the time being; “electronic platform” means any form of electronic communications platform or facility (or combination of such platforms or facilities) and includes, without limitation, website addresses, application technology and conference call systems; “the holder” in relation to any shares means the member whose name is entered in the register as the holder of those shares; “the office” means the registered office for the time being of the Company; “paid up” means paid up or credited as paid up; “participating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system; “person entitled by transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register; “physical general meeting” means any general meeting of the Company (including any general meeting of the holders of any class of shares in the Company) attended by persons present in person at a physical location(s) specified in the notice of such general meeting but not via an electronic platform; “the register” means the register of members of the Company; “seal” means any common or official seal that the Company may be permitted to have under the Companies Acts; “the Secretary” means the secretary of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary; “shares” includes stock; “uncertificated share” means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form; “the uncertificated securities rules” means provisions of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision; “United Kingdom” means Great Britain and Northern Ireland; references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts; references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts; references to writing include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly; for the purposes of any combined physical and electronic general meeting, references to a person being “present” at a general meeting of the Company (or any separate general meeting of the holders of any class of shares in the Company), and including references to a person being “present in person”, shall not be taken exclusively as references to a person being in the same location as other persons who are attending such meeting, but shall be deemed to include a person who is attending such meeting through an electronic platform; subject to Article 9(A), the provisions of these articles relating to meetings or general meetings of the Company and to the proceedings at such meetings or general meetings shall apply to separate meetings of any holders of a class of shares; words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are adopted bear the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate; references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect construction; Articles of Association Unilever Articles of Association 10 Articles Unilever Articles of Association words or expressions denoting the singular shall include the plural and vice versa, and words or expressions denoting one gender shall include any other gender. Limited liability Limited liability 3 The liability of members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them. Share capital Rights attached to shares 4 Subject to the provisions of the Companies Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles. Redemption of shares 5 Subject to the provisions of the Companies Acts 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 the Company 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 these articles. Trusts not recognised 6 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share other than an absolute right to the whole of the share in the holder. Allotment of shares 7 Subject to the provisions of the Companies Acts these articles and to any resolution passed by the Company and without prejudice to any rights attaching to existing shares, the Directors may offer, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration and upon such terms as the Directors may decide. Payment of commission 8 The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly- paid shares or other securities or partly in one way and partly in the other. Modification of rights 9 (A) So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class (excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by them, that every holder of shares of the class present in person or by proxy may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum. (B) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges. Evidence of title to shares Uncertificated shares 10 (A) Pursuant and subject to the uncertificated securities rules, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. (B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with: (i) the holding of shares of that class in uncertificated form; (ii) the transfer of title to shares of that class by means of a relevant system; and (iii) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form. 11 Articles (C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate. (D) If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to: (i) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires; (ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and (iii) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. (E) Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights. (F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. (G) The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled). Certificated shares 11 Subject to the provisions of the uncertificated securities rules, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to them of the shares or within two months after the relevant Articles of Association of Unilever Plc continued Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out- of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in their holding shall be entitled to a certificate for the balance without charge. Replacement of certificates 12 If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and any exceptional out-of- pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company. Execution of share certificates 13 Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person. Lien Company’s lien on shares not fully paid 14 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in respect of that share. The Company’s lien on a share shall extend to all distributions and other amounts payable in respect of it. The Directors may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. Enforcing lien by sale 15 The Company may sell, in such manner as the Directors may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 7 clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the Directors may authorise some person to transfer the shares sold to or in accordance with the directions of the purchaser. Unilever Articles of Association 12
Articles Unilever Articles of Association Validity of sales 16 The transferee shall be registered as the holder of the shares and they shall not be bound to see to the application of the purchase money, nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. After their name has been registered the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Application of proceeds of sale 17 The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale. Calls on Shares Calls 18 The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon them at least fourteen clear days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on their shares. A call may be revoked or postponed as the Directors may decide. A person upon whom a call is made shall remain liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made. Payment on calls 19 call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. Liability of joint holders 20 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. Interest due on non-payment 21 If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide, and all expenses that have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part. Sums due on allotment to be treated as calls 22 Any sum which becomes payable on allotment or on any other date fixed by or in accordance with the terms of issue, whether on account of the nominal amount of the share or by way of premium, shall be deemed to be a call made, notified and payable on the date on which, by the terms of issue, it becomes payable and, in case of nonpayment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call properly made and notified. Power to differentiate 23 The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment. Payment of calls in advance 24 The Directors may, if they think fit, receive from any member who is willing to advance all or any part of the moneys uncalled and unpaid upon any shares held by such member and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, (not exceeding the Bank of England base rate by more than five percentage points unless the Company by ordinary resolution shall otherwise direct) as the Directors may decide. Forfeiture of shares Notice may be given if call or instalment not paid 25 If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, and all expenses that may have been incurred by the Company by reason of such non- payment. Form of notice 26 The notice shall name a further day (not being less than fourteen clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender. Forfeiture of shares if non-compliance with notice 27 If the requirements of the notice are not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest due in respect of it has been made, be forfeited by a resolution of the Directors to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. Notice after forfeiture 28 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give the notice. 13 Articles Sale of forfeited shares 29 Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the Directors shall decide, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled by the Directors on such terms as the Directors may decide. Arrears to be paid notwithstanding forfeiture 30 A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by them to the Company in respect of those shares with interest thereon at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal. Effect of forfeiture 31 The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share and all other rights incident to the share, except only such of those rights as by these articles are expressly saved. Statutory declaration as to forfeiture 32 A statutory declaration that the declarant is a Director of the Company or the Secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on its sale, re-allotment or disposition and the Directors may authorize some person to transfer the share to the person to whom it is sold, re-allotted or disposed of and, if the share is in registered form, they shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall their title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal. Transfer of Shares Transfer 33 Subject to such of the restrictions of these articles as may be applicable: (A) any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and (B) any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. Execution of transfer 34 The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee, and the transferor shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company. The transfer books may be closed during such time as the Directors think fit, not exceeding in the whole thirty days in each year. Right to decline to register transfer of partly paid shares 35 The Directors can decline to register any transfer of any share which is not a fully paid share. Further rights to decline to register transfer 36 (A) Registration of a transfer of an uncertificated share can be declined in the circumstances set out in uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. (B) The Directors may decline to register any transfer of a certificated share unless: (i) the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other place as the Directors may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on their behalf, the authority of that person so to do; (ii) the instrument of transfer is in respect of only one class of share; and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four. (C) For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer. Notice of refusal 37 If the Directors decline to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal. Articles of Association of Unilever Plc continued Unilever Articles of Association 14 Articles Unilever Articles of Association No fee payable on registration 38 No fee shall be charged by the Company for registering any transfer or document relating to or affecting the title to any share or for making any other entry in the register. Transmission of Shares Transmission of registered shares on death 39 If a member dies, the survivor or survivors, where he or she was a joint holder, and his or her personal representatives, where he or she was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his or her shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him or her solely or jointly with other persons. Entry of transmission in register 40 Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the Directors, the Directors shall cause the entitlement of that person to be noted in the register. Election of person entitled by transmission 41 Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by them registered as the holder. If the person entitled by transmission to a share elects to be registered themselves, they shall give notice to the Company to that effect. If they elect to have another person registered, they shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member. Rights of person entitled by transmission 42 Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as they would have had if they were the holder of it, provided that, in order to vote at any general meeting in respect thereof, they shall have satisfied the Directors of their entitlement 48 hours at least before the time of holding the meeting at which they propose to vote, or the Directors have previously admitted their right to vote in respect thereof. The Directors may at any time give notice requiring the person to elect either to be registered themselves or to transfer the share and if the notice is not complied with within sixty days the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with or, where the share is fully paid up, may deem the person to have elected to be registered as a member in respect thereof and they may be registered accordingly. Conversion of Shares into Stock Conversion of shares into stock 43 The Company 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 the Company’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. Rights of stockholders 44 The stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in profits and voting at meetings of the Company, and for other purposes as would have been conferred by shares of equal amount in the capital of the Company, of the same class as the shares from which such stock was converted, but so that none of such privileges or advantages except the participation in profits of the Company or in the assets of the Company on a winding-up shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall prejudice or affect any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to shares. The stock resulting from the conversion of any class of shares into stock shall be described in the same manner as such class with the substitution of the word “stock” for shares. Share Warrants to Bearer Issue of share warrants 45 The Company is hereby authorised to issue share warrants under the powers given by the Companies Acts, and the Directors may accordingly, with respect to any shares which are fully paid-up (in any case in which they shall in their discretion think fit so to do), upon an application in writing signed by the person registered as the holder of such shares and authenticated by such statutory declaration or other evidence (if any) as the Directors may from time to time require as to the identity of the person signing the request, and upon receiving the certificate (if any) of such shares, and the amount of the stamp duty on such warrant, or if the Company shall previously have compounded for such stamp duty, then such sum (if any) as the Directors may determine in respect of the amount payable for such composition, and such fee as the Directors may from time to time require, issue under a seal at the expense in all respects of the person applying for the same a warrant duly stamped stating that the bearer of the warrant is entitled to the shares therein specified, and may, in any case in which a warrant is so issued, provide by coupons or otherwise for the payment of the future dividends or other moneys on the shares included in such warrant. 15 Articles Bearer of warrants deemed a member of the Company 46 Subject to the provisions of these articles and of the Companies Acts, the bearer of a warrant shall be deemed to be a member of the Company and shall be entitled to the same privileges and advantages as they would have had if their name had been included in the register as the holder of the shares specified in such warrant. Restrictions on attending and voting at meetings 47 No person shall as bearer of a warrant, be entitled (a) to sign a requisition for calling a meeting or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by themselves or their proxy, or exercise any privilege as a member at a meeting, unless they shall, in case (a) before or at the time of lodging such requisition or giving such notice of intention as aforesaid, or in case (b) three days at least before the day fixed for the meeting, have deposited at the office or at such other place as may be specified in the notice the warrant in respect of which they claim to act, attend or vote as aforesaid, and unless the warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held. One name only to be received as holder of share warrant 48 Not more than one name shall be received as that of the holder of a warrant. Issue of deposit certificate in respect of share warrants 49 To any person so depositing a warrant there shall be delivered a certificate stating their name and address, and describing the shares included in the warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle them, or their proxy duly appointed, as hereinafter provided, to attend and vote at any general meeting held within three months from the date of the certificate in the same way as if they were the registered holder of the shares specified in the certificate. Surrender of deposit certificate 50 Upon delivery up of the certificate to the Company, the bearer of the certificate shall be entitled to receive the warrant in respect of which the certificate was given. Restriction on exercise of rights of membership 51 The holder of a warrant shall not, save as aforesaid, be entitled to exercise any right as a member, unless (if called upon by any Director or the Secretary so to do) they produce their warrant and state their name and address. Issue of new share warrants 52 The Directors may from time to time make regulations as to the terms upon which, if they in their discretion think fit, a new warrant or coupon may be issued in any case in which a warrant or coupon may have been worn out, defaced or destroyed, but no new warrant may be issued to replace one that has been destroyed unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed. Transfer of share warrants 53 The shares included in any warrant shall be transferred by the delivery of the warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply. Issue of shares on surrender of share warrants 54 Upon the surrender of their warrant together with the outstanding dividend coupons, if any, in respect thereof to the Company for cancellation, the bearer of a warrant shall be entitled to have their name entered as a member in the register in respect of the shares included in the warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its register upon the surrender of a warrant the name of any person not the true and lawful owner of the warrant surrendered. Untraced Shareholders Sale of shares of untraced shareholders 55 The Company is entitled to sell any shares of a member or shares to which a person is entitled by transmission on death or bankruptcy or otherwise by operation of law (for the purposes of this Article 55, the “relevant holder”) provided that: (A) during the qualifying period at least three cash dividends in respect of the shares have become payable on the shares and no cash dividend in respect of those shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the relevant holder of, the shares, (B) following the expiry of the qualifying period, the Company has sent a notice or caused a notice to be sent: (i) in hard copy form to the last known physical address that the Company has for the relevant holder; or (ii) in electronic form to the last known email address that the Company has for the relevant holder, stating the Company’s intention to sell the relevant shares. Before sending such notice, the Company must have used reasonable efforts to trace the relevant holder, including engaging a professional asset reunification company or other tracing agent if the Company considers appropriate (in its sole discretion), and (C) during the period of three months following the sending of a notice referred to in sub-paragraph (B) above, the Company has not received any communication from the relevant holder. For the purpose of this Article 55, “the qualifying period” means the period of twelve years immediately preceding the date of sending of a notice referred to in sub-paragraph (B) above. If, during the period beginning at the commencement of the qualifying period and ending on the date when the requirements of sub-paragraphs (A) to (C) above are satisfied, any further shares have been issued to such relevant holder during such period and all the requirements of sub-paragraphs (A) to (C) above have been satisfied in regard to the further shares (but as if the words “following the expiry of the qualifying period” were omitted from sub-paragraph (B) above), the Company is also entitled to sell the further shares. To give effect to any sale of shares pursuant to this article, the Directors may authorise any person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the relevant holder of the shares. The transferee’s title to the shares shall not be affected by any irregularity or invalidity in the proceedings relating to the sale. Articles of Association of Unilever Plc continued Unilever Articles of Association 16
Articles Unilever Articles of Association The net proceeds of such sale (after payment of the costs of the sale) shall be forfeited by the relevant holder and shall belong to the Company. The Company shall not be liable in any respect nor be required to account to the former relevant holder of the shares or any other person previously entitled to the shares in question for an amount in respect of such proceeds (or any part thereof). The Company shall be entitled to use or invest the net proceeds of such sale for the Company’s benefit in any manner that the Directors may from time to time see fit. Cessation of sending dividend payments 56 The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment, including by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address or account of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing. Alteration of Capital Sub-division 57 Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others. Fractions 58 Whenever as a result of a consolidation, any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares representing the fractions to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members and the Directors may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase moneys nor shall their title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. General Meetings Notice of General Meetings – Omission or non-receipt of notice 59 (A) The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non- receipt (even if the Company becomes aware of such non-receipt) of any such notice or document or other information, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting; and (B) a member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting. PROCEEDINGS AT GENERAL MEETINGS Quorum 60 No business shall be transacted at any general meeting (except the declaration and sanction of a dividend) unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, seven members present in person or by proxy and entitled to vote shall be quorum for all purposes. Dissolution and adjournment of meeting if quorum not present 61 If within five minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved and in any other case it shall stand adjourned to such other day (not being less than ten clear days later) and at such other time or place or places (including, for a combined physical and electronic general meeting, the electronic platform) as the chair of the meeting may decide and at such adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum and the notice of the adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by them) shall be a quorum. Chair of general meeting 62 The chair (if any) of the Directors or, in his or her absence, a vice chair (if any) shall preside as chair at every general meeting. If (i) there is no chair or vice chair; or (ii) at any meeting neither the chair nor any vice chair is present within five minutes after the time appointed for the commencement of the meeting; or (iii) neither the chair nor any vice chair is willing to act as chair; or (iv) during the course of a meeting, the chair of the meeting has ceased to be present at the meeting and is unable to rejoin the meeting within five minutes, the chair of the meeting shall be chosen as follows: (a) the Directors present at the meeting shall choose one of their number to act; or (b) if one Director only is present he or she shall preside as chair if willing to act; or (c) in case of the situations described in sub¬paragraphs (i) to (iii) inclusive of this article, if no 17 Articles Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair; or (d) in case of the situation described in sub¬paragraph (iv) of this article only, if no Director is present, or if each of the Directors present declines to take the chair the person nominated by the Directors to act as chair of the meeting in such circumstances shall preside as the chair, or if no such person has been nominated, the persons present at the meeting and entitled to vote at the general meeting shall appoint one of their number as chair. The chair of a general meeting may take such action as the chair thinks fit to maintain the proper and orderly conduct of the meeting. Attendance of Directors 63 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Postponement of general meetings 64 The Directors may resolve to postpone any general meeting or move the place or places (including, for a combined physical and electronic general meeting, the electronic platform) of such meeting before the time at which it is to be held, except where the postponement or move would be contrary to applicable law. The Directors may give notice of a postponement or move as they think fit but any failure to give notice of a postponement or move does not invalidate the postponement or move or any resolution passed at a postponed or moved meeting. Notice of the business of a postponed or moved meeting does not need to be given again. If a meeting is postponed or moved, the appointment of a proxy for that meeting is valid if it is done in accordance with these articles and received not less than 48 hours before the commencement of the postponed or moved meeting to which it relates. The Directors can also postpone or move a postponed or moved meeting under this Article 64. Adjournments and notice of adjournment 65 (A) The chair may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place, or move the meeting to another location (including, for a combined physical and electronic general meeting, changing the electronic platform), where it appears to him or her that (a) the members wishing to attend cannot be conveniently, safely or securely accommodated in the place appointed for the meeting or (b) the conduct of persons prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted or (d) in the case of a combined physical and electronic general meeting, the electronic platform(s) have become inadequate for the purposes referred to in Articles 67(C) and 67(D) below. In addition, the chair may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place, or move the meeting to another location (including, for a combined physical and electronic general meeting, changing the electronic platform). When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. (B) When a meeting is adjourned for three months or more, or sine die, or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting. Amendments to resolutions 66 In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the Company at the office or the chair of the meeting in his or her absolute discretion decides that it may be considered or voted upon. With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote. Arrangements for participation in general meetings 67 (A) The Directors shall determine if a general meeting shall be held as a physical general meeting or as a combined physical and electronic general meeting. The Directors shall determine where the relevant physical location or locations (which may be in the United Kingdom or elsewhere) shall be. (B) In determining whether persons are attending or participating in a general meeting, it is immaterial whether any two or more members attending it are in the same location as each other or how they are able to communicate with each other. Two or more persons who are not in the same location as each other shall be taken to be attending a general meeting and count towards the quorum of it if their circumstances are such that, if they have (or were to have) the rights to speak and vote at that meeting (whether in person or by proxy), they are (or would be) able to exercise those rights to participate in the business of the meeting. A combined physical and electronic general meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting (including the use of the electronic platform) to ensure that members attending the meeting who are not present together at the same place are able to exercise such rights to participate in the business of the meeting. (C) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate during the meeting to all those attending the meeting any information and opinions which that person has on the business of the meeting, regardless of the location from which the person attends the general meeting. Articles of Association of Unilever Plc continued Unilever Articles of Association 18 Articles Unilever Articles of Association (D) A person is able to exercise the right to vote at a general meeting when, (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting, in each case regardless of the location from which the person attends the general meeting. (E) The Directors may make whatever arrangements they consider appropriate (including, in the case of a combined physical and electronic general meeting, the use of an electronic platform) to enable those attending a general meeting to exercise their rights to speak or vote at the meeting. For a combined physical and electronic general meeting, the Directors may make any arrangement and impose any requirement or restriction as is: (i) necessary to ensure the identification of those accessing, taking part and the security of the electronic communication; and (ii) proportionate to a person having the ability to exercise their rights to speak and vote at that meeting. In this respect, the Directors are able to authorise any voting application, system or facility for combined physical and electronic general meetings as they see fit. (F) The Directors may permit persons who are not otherwise entitled to attend or participate in the business of general meetings to (i) be present at the general meeting or (ii) have a reasonable opportunity to be able to view and hear the proceedings of the general meeting and to address the meeting from any other location by use of any means of communication (including an electronic platform). Those persons shall not be treated as being present at or to be able to vote at the meeting but shall be entitled to address the meeting unless the chair of the meeting determines, in connection with the keeping of good order at the meeting or otherwise, that (either in respect of a particular person or generally) (a) the right to address the meeting is withdrawn, (b) the permission to attend the meeting is withdrawn or (c) where the participation by such persons in the meeting is through an electronic platform or by any other means of communication, that such electronic platform or other means of communication may be withdrawn. The business concluded at the general meeting shall not be treated as invalid by reason of the failure of such persons to view or hear all or any part of the proceedings of the meeting or by any determination of the chair of the meeting in accordance with parts (a), (b) or (c) of this article above. (G) The Directors may from time to time make arrangements for controlling or regulating the level of attendance at any physical venue for the hosting of the general meeting arranged by the Company (the “principal meeting place”) (including, without limitation, the issue of tickets or the imposition of some other means of selection, or limiting attendance by shareholders to certain meeting venues only) that they, in their absolute discretion, think appropriate, and can change those arrangements at any time. If, pursuant to those arrangements, a person entitled to attend such general meeting is not able to attend in person or (in the case of a member) by proxy at the principal meeting place, he or she may attend in person or (in the case of a member) by proxy at another location (whether or not previously advertised) for which arrangements have been made by the Company in the absolute discretion of the Directors such that such person can exercise those rights described in sub-paragraph (C) above. A member present in person or (in the case of a member) by proxy at such location may be counted in the quorum and may exercise those rights described in sub-paragraph (C) above. The entitlement of any such person to be present at such location in person or (in the case of a member) by proxy shall be subject to any such arrangements then in force regarding the safety, security and orderly conduct of the meeting. The notice of meeting does not have to give details of any arrangements under this sub-paragraph (F) of this Article 67. The Company will so far as practicable notify members of details of these arrangements prior to the relevant general meeting, including by way of a public announcement. The failure to notify members in accordance with this Article 67 shall not invalidate the business conducted at the general meeting. (H) Persons seeking to attend or participate in a general meeting via an electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to do so. Unless the meeting is adjourned by the chair in accordance with the provisions of Article 65, any inability of a person or persons to attend or participate in a general meeting via an electronic platform will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting. (I) The provisions of this Article 67 shall apply to any adjourned or postponed or moved general meeting, mutatis mutandis. Security, health and safety and other arrangements at general meetings 68 The Directors may direct that persons wishing to attend any general meeting should submit to such searches or other security, health and safety or other arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to (or to authorise some one or more persons to) refuse entry to, or to eject from, such general meeting any person who fails to submit to such searches or to otherwise comply with such security, health and safety or other arrangements or restrictions. The notice of meeting does not have to give details of any such arrangements or restrictions under this Article 68. The presence of such arrangements or restrictions shall not invalidate the business conducted at the general meeting. Voting Method of voting 69 At any general meeting which is being hosted physically at a specific location only, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is properly demanded. Without prejudice to the other provisions of this article, the chair may, in his or her absolute discretion, demand a poll on all or some of the resolutions put to 19 Articles the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. Subject to the Companies Acts, a poll may be demanded by: (A) the chair of the meeting, or (B) at least three members present in person or by proxy and entitled to vote, or (C) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or (D) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right. (E) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution. At a combined physical and electronic general meeting, a resolution put to the vote of the meeting shall be decided on a poll, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. Effect of properly demanded poll 70 If a poll is demanded it shall be taken in such manner as the chair shall direct and he or she may appoint scrutineers who need not be members. The chair may decide how and when the result of the poll is to be declared. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. When poll to be taken 71 A poll demanded on the election of a chair, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not later than thirty days after the date of the demand) and at such time and place as the chair shall direct. It shall not be necessary (unless the chair otherwise directs) for notice to be given of a poll. Continuance of business after demand for poll 72 The demand for a poll (other than on the election of a chair of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chair at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made. Voting rights 73 On a show of hands, members shall be entitled to vote at a general meeting in accordance with the Companies Acts. 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 poll every member who is present in person or by proxy shall have one vote for every 31/9 pence nominal of capital held by them of whatever class. Voting rights of joint holders 74 In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. Exercise of voting rights for incapable member 75 A member in respect of whom an order has been made by any competent court or official on the ground that they are or may be suffering from mental disorder or is otherwise incapable of managing their affairs may vote at any general meeting of the Company and may exercise any other right conferred by membership in relation to general meetings by or through any person authorised in such circumstances to do so on their behalf (and that person may vote by proxy) provided that evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote or such other right shall be received by the Company not later than the last time at which appointments of proxies should have been received in order to be valid for use at that meeting or on the holding of that poll. No right to vote where sums still payable 76 No member shall, unless the Directors otherwise decide, be entitled to vote (either personally or by proxy) at any general meeting of the Company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by them in respect of shares in the Company have been paid. Suspension of rights where non-disclosure of interest 77 (A) Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the Company may give the holder of those shares a further notice (a “restriction notice”) to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (iii) of the definition of “relevant restrictions”, the Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any of the relevant Articles of Association of Unilever Plc continued Unilever Articles of Association 20
Articles Unilever Articles of Association shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form. (B) If after the service of a restriction notice in respect of any shares the Directors are satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The Company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm’s length sale. (C) Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as they may direct. (D) Any new shares in the Company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the Directors may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued. (E) Any holder of shares on whom a restriction notice has been served may at any time request the Company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that information accordingly. (F) If a statutory notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice. (G) This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period. (H) In this article: a sale is an “arm’s length sale” if the Directors are satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares; “person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested; “person with a 0.25 per cent interest” means a person who holds, or is shown in any register or record kept by the Company under the Companies Acts as having an interest in, shares in the Company which comprise in total at least 0.25 per cent in number or nominal value of the shares of the Company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice; “relevant period” means a period of 14 days following service of a statutory notice; “relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent interest that: (i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to general meetings; (ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and (iii) the Directors may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm’s length sale and in any other case mean only the restriction specified in sub-paragraph (i) of this definition; and “statutory notice” means a notice served by the Company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares. Objections 78 If: (A) any objection shall be raised to the qualification of any voter, or (B) any votes have been counted which ought not to have been counted or which might have been rejected, or (C) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair decides that the same may have affected the decision of the meeting. The decision of the chair on such matters shall be conclusive. 21 Articles Proxies Appointment of proxies 79 An appointment of a proxy shall be in writing signed by the appointor or their duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. Receipt of proxies 80 (A) The appointment of a proxy must: (i) in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the Company for the receipt of appointments of proxy in hard copy form) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of notices) not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (iii) in the case of a poll taken more than forty-eight hours after it was demanded, be received as aforesaid not less than twenty-four hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll; (iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than forty-eight hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or such later time as the board may determine), and an appointment of a proxy in a manner which is not or in respect of which the authority or copy thereof is not, permitted by these articles shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of 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. The appointment of a proxy shall not preclude a member from being present and voting at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of proxy in respect of that meeting is sent in electronic form as provided in these articles but, because of a technical problem, it cannot be read by the recipient. (B) The Directors may at their discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day. Maximum validity of proxy 81 No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from being present and voting at the meeting or poll concerned. Form of proxy 82 The appointment of a proxy shall be in any usual form or in such other form as the Directors may approve and the Directors may, if they think fit, but subject to the provisions of the Companies Acts, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates. Determination of authority 83 A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination (whether by death, revocation or otherwise) of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the Company at the office (or such other place or address as was specified by the Company for the receipt of appointments of proxy in the notice) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken. Appointment, retirement and removal of Directors Number of Directors 84 Unless otherwise determined by ordinary resolution of the Company, the Directors shall be not less than six nor more than thirty in number. Shareholding qualification 85 There shall be no requirement for any Director to hold shares in the capital of the Company. Articles of Association of Unilever Plc continued Unilever Articles of Association 22 Articles Unilever Articles of Association Power for Directors to fill casual vacancies or appoint additional Directors 86 Subject to the provisions of Article 119 the Directors shall have power from time to time and at any time to appoint any other person to be a Director either to fill a casual vacancy or as an addition to the Board of Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with the provisions of these articles. Retirement of Directors 87 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company. Meeting to fill up vacancies 88 The Company at any annual general meeting at which Directors retire may fill up the vacated office by electing a like number of eligible persons to be Directors. The Company may also in general meeting subject as last mentioned elect any eligible person to be a Director either to fill a casual vacancy or as an addition to the existing Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these articles. Persons eligible as Directors 89 No person shall be eligible to be elected as a Director unless: (A) he or she is recommended by the Board; or (B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts and the person to be nominated has confirmed in writing that he or she accepts the nomination. Provisions if no eligible persons available 90 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with Article 89 or if the number of persons so eligible is less than the minimum number for the time being in force under Article 84 then the retiring Directors (other than those eligible for re-election under Article 89) or so many of them as shall be willing to offer themselves for re-election shall be deemed to be eligible for election under Article 89 as Directors or Director for the succeeding year. Provisions if insufficient eligible persons elected 91 (A) If at the annual general meeting in any year any resolution or resolutions for the election or re-election of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost such that the number of Directors re-elected or elected is than the minimum number of Directors for the time being in force under Article 84, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may only act for the purpose of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in Article 91(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in Article 91(A) occur in relation to any meeting convened pursuant to this Article 91(B), then the provisions of this Article 91 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings. Power to remove Director by special resolution 92 In addition to any power of removal conferred by the Companies Acts, the Company may by special resolution remove any Director before the expiration of his or her period of office. Disqualification of Directors 93 Without prejudice to the provisions for retirement otherwise contained in these articles, the office of a Director shall be vacated if: (A) he or she resigns his or her office by notice in writing delivered to or received at the office or tendered at a meeting of the Directors, or (B) he or she is or has been suffering from mental or physical ill health and the Directors resolve that his or her office is vacated, or (C) he or she is absent without the permission of the Directors from meetings of the Directors (whether or not an Alternate Director appointed by him or her attends) for six consecutive months and the Directors resolve that his or her office is vacated, or (D) he or she becomes bankrupt or compounds with his or her creditors generally, or (E) he or she is prohibited by law from being a Director, or (F) he or she ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these articles. In this article references to in writing include the use of communications by electronic means. Alternate Directors 94 (A) Each Director shall have the power to appoint any other Director to be his or her alternate and may at his or her discretion remove an Alternate Director so appointed from appointment as his or her alternate. Any appointment or removal of an Alternate Director shall be effected by notice in writing signed by the appointor and delivered to or received at the office or tendered at a meeting of the Directors, or in any other manner approved by the Directors. If his or her appointor so requests, an Alternate Director shall be entitled to receive notice of all meetings of committees of the Directors of which his or her appointor is a member. He or she shall also be entitled to attend and vote as a Director at any such meeting at which the Director appointing him or her is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his or her appointor as a Director. (B) Every person acting as an Alternate Director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to the provisions of these articles relating to Directors and shall alone be responsible to the Company for his or her acts and defaults and shall not be deemed to be the agent of or for the Director appointing him or her. An Alternate Director may be paid expenses and shall 23 Articles be entitled to be indemnified by the Company as a Director but shall not be entitled to receive from the Company any fee in his or her capacity as an Alternate Director. (C) Every person acting as an Alternate Director shall have one vote for each Director for whom he or she acts as alternate, in addition to his or her own vote as a Director. Signature by an Alternate Director of any resolution in writing of the Directors or a committee of the Directors shall, unless the notice of his or her appointment provides to the contrary, be as effective as a signature by his or her appointor. (D) An Alternate Director shall ipso facto cease to be an Alternate Director if his or her appointor ceases for any reason to be a Director except that, if at any meeting any Director retires but is reappointed or deemed to be reappointed at the same meeting, any appointment made by him or her pursuant to this article which was in force immediately before his or her retirement shall remain in force as though he or she had not retired. In this article references to in writing include the use of communications by electronic means. Executive Directors 95 The Directors may from time to time appoint one or more of its body to hold executive office with the Company (including that of a Chief Executive Officer) for such period (subject to the provisions of the Companies Acts) and upon such other terms as the Directors may decide and may revoke or terminate any appointment so made. Any appointment of a Director to an executive office shall terminate if he or she ceases to be a Director of the Company. A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide, and either in addition to or in lieu of his or her remuneration as a Director. Non-Executive Directors 96 Those Directors who do not hold executive office with the Company pursuant to Article 95 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non- executive directors (recognising where appropriate that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management. Remuneration and expenses of Directors Director’s remuneration 97 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed €5,000,000 per annum (or its equivalent in any other currency based upon such foreign currency exchange rates as the Directors shall determine) or such higher amount as may from time to time be decided by ordinary resolution of the Company. Extra remuneration 98 Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine in addition to any remuneration provided for by or pursuant to any other article. Expenses 99 Each Director may be paid his or her reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Directors or committees of the Directors or general meetings of the Company or any other meeting which as a Director he or she is entitled to attend and shall be paid all expenses properly and reasonably incurred by him or her in the conduct of the Company’s business or in the discharge of his or her duties as a Director. Directors’ interests Conflicts of interest requiring board authorisation 100 (A) The Directors may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a Director breaching his or her duty under the Companies to avoid conflicts of interest (“Conflict”). (B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the nature and extent of his or her interest in a Conflict as soon as is reasonably practicable. The Director shall provide the Directors with such details of the relevant matter as are necessary for the Directors to decide how to address the Conflict together with such additional information as may be requested by the Directors. (C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the Directors shall be effected in the same way that any other matter may be proposed to and resolved upon by the Directors under the provisions of these articles save that: (i) the relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and (ii) the relevant Director and any other Director with a similar interest may, if the other Directors so decide, be excluded from any board meeting while the Conflict is under consideration. (D) Where the Directors give authority in relation to a Conflict, or where any of the situations described in Article 100(B) apply in relation to a Director (“Relevant Situation”): (i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine; Articles of Association of Unilever Plc continued Unilever Articles of Association 24
Articles Unilever Articles of Association (ii) the relevant Director will be obliged to conduct himself or herself in accordance with any terms imposed by the Directors in relation to the Conflict or Relevant Situation; (iii) the Directors may provide that where the relevant Director obtains (otherwise than through his or her position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence; (iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and (v) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority. Other conflicts of interest 101 (A) If a is in any way directly or indirectly interested in a proposed contract with the Company or a contract that has been entered into by the Company, he or she must declare the nature and extent of that interest to the Directors in accordance with the Companies Acts. (B) Provided he or she has declared his or her interest in accordance with paragraph (A), a Director may: (i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest; (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his or her office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide; (iii) act by himself or herself or through a firm with which he or she is associated in a professional capacity for the Company or any other Company in which the Company may be interested (otherwise than as auditor); (iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding Company or subsidiary company of the Company or any other company in which the Company may be interested; and (v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his or her appointment as a director of that other company. Benefits 102 A Director shall not, by reason of his or her office or of the fiduciary relationship thereby established, be liable to account to the Company or the members for any remuneration, profit or other benefit realised by reason of his or her having any type of interest authorised under Article 100(A) or permitted under Article 101(B) and no contract shall be liable to be avoided on the grounds of a Director having any type of interest authorised under Article 100(A) or permitted under Article 101(B). Quorum and voting requirements 103 (A) A Director shall not vote on or be counted in the quorum in relation to any resolution of the Directors concerning his or her own appointment, or the settlement or variation of the terms or the of his or her own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested. (B) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his or her own appointment or the settlement or variation of the terms or the termination of his or her own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it. (C) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Directors in respect of any contract in which he or she has an interest and, if he or she shall do so, his or her vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters: (i) the giving to him or her of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or her or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; (ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he or she himself or herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; (iii) the giving to him or her of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms; (iv) the funding by the Company of his or her expenditure on defending proceedings or the doing by the Company of anything to enable him or her to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements; (v) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate; (vi) any contract in which he or she is interested by virtue of his or her interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company; (vii) any contract concerning any other company (not being a company in which the Director has a Relevant Interest) in which he or she is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever; 25 Articles (viii) any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates; (ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he or she benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and (x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors. (D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long as (but only if and so long as) he or she is to his or her knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his or her appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise. (E) Where a company in which a Director has a Relevant Interest is interested in a contract, he or she also shall be deemed interested in that contract. (F) If any question shall arise at any meeting of the Directors as to the interest of a Director (other than the chair of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the chair of the meeting) to vote or be counted in the quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chair of the meeting and his or her ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of the Director’s interest (so far as it is known to him or her) has not been fairly disclosed to the Directors. If any question shall arise in respect of the chair of the meeting, the question shall be decided by a resolution of the Directors (for which purpose the chair of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known to him or her) has not been fairly disclosed to the Directors. (G) Subject to these articles, the Directors may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the Directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company. Subject to these articles, a Director may also vote on and be counted in the quorum in relation to any of such matters. General 104 (A) References in Articles 100-103 and in this article to: (i) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and (ii) a conflict of interest include a conflict of interest and duty and a conflict of duties. (B) The Company may by ordinary resolution suspend or relax the provisions of Articles 100 to 103 to any extent or ratify any contract not properly authorised by reason of a contravention of such articles. Powers and duties of the Directors General powers of Company vested in Directors 105 Subject to the provisions of the Companies Acts and these articles and to any directions given by the Company in general meeting by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company whether relating to the management of the business of the Company or not. The alteration of these articles or the passing of a special resolution shall not invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the Directors by any other article. Establishment of local boards 106 The Directors may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The Directors may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Directors, with power to sub-delegate, and may authorize the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this article may be made upon such terms and subject to such conditions as the Directors may decide and the Directors may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Powers of attorney 107 The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of the powers, authorities and discretions vested in or exercisable by the Directors, including power to sub delegate. The Directors may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Articles of Association of Unilever Plc continued Unilever Articles of Association 26 Articles Unilever Articles of Association Delegation to individual Directors 108 The Directors may entrust to and confer upon any Director any of the powers, authorities and discretions vested in or exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. Registers 109 Subject to the provisions of the Companies Acts, the Company may keep an overseas or local or other register in any place, and the Directors may make and vary such regulations as it may think fit respecting the keeping of the register. Power to borrow money and give security 110 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in a general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Unilever Group. (B) For the purposes of this article: (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured and, save as excluded in paragraphs (a) to (e) below, shall be deemed to include those items comprised in “financial liabilities” in the latest published audited consolidated accounts of the Unilever Group, but shall be deemed to exclude: (a) moneys owed by the Company to any subsidiary; (b) moneys owed by any subsidiary to another subsidiary or from the Company; (c) moneys owed by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees; (d) moneys owed by a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to: (I) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding; and (II) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (e) any lease liabilities of any member of the Unilever Group; and (f) any derivatives entered into by any member of the Unilever Group which do not relate to borrowings of a member of the Unilever Group, and no amount shall be taken into account more than once in the same calculation but subject thereto paragraphs (a) to (f) above shall be read cumulatively. (ii) “Adjusted Capital and Reserves” means the aggregate for the Unilever Group of: (a) the amount paid up or credited as paid up on the issued share capital of the Company, (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained profit, and (c) the amounts standing as attributed to non- controlling interests, all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company since the date of such audited consolidated accounts. (iii) “Unilever Group” means the Company and its subsidiaries and subsidiary undertakings. (C) The determination of an independent firm of internationally-recognised accountants engaged by the Company for the purposes of this Article 110 as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation such accountants may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded. Pensions 111 The Directors may grant retiring pensions or annuities or other allowances, including allowances on death, to any person or to the widow or dependants of any person in respect of services rendered by him or her to the Company as Executive Director, manager, or in any other office or employment under the Company or indirectly as an officer or employee of any subsidiary company of the Company, notwithstanding that he or she may be or may have been a Director of the Company and may make payments towards insurances or trusts for such purposes in respect of such persons and may include rights in respect of such pensions, annuities and allowances in the terms of engagement of any such person. No Director or former Director or other person shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company. 27 Articles Provision for employees 112 The Directors may by resolution exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary. Proceedings of the Directors Meetings of Directors 113 The Directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director at any time may, and the Secretary on the requisition of a Director at any time shall, summon a meeting of the Directors. Notice of meetings 114 Notice of a meeting of the Directors shall be deemed to be properly given to a Director if it is given to him or her personally or by word of mouth or sent in writing to him or her at his or her last known address or any other address given by him or her to the Company for this purpose. A Director may waive his or her entitlement to notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting. Quorum 115 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting of the Directors if no other Director objects and if otherwise a quorum of Directors would not be present. Effect of vacancies in number of Directors 116 The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in their number but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies or of summoning general meetings of the Company but not for any other purpose. If no Directors or Director is able or willing to act, any two members of the Company may also convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors for the purpose of filling vacancies of Directors but not for any other purpose. Power to appoint chair 117 The Directors may appoint a chair and vice chair or vice chair of their meetings and fix the period for which they are respectively to hold office. If no chair or vice chair is appointed, or if at any meeting neither the chair nor any vice chair is present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chair of the meeting. Competence of meetings 118 A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors. Voting 119 Questions arising at any meeting shall be determined by a majority of votes, except that the powers conferred on the Directors by Article 86 shall only be exercisable by the decision of a majority of the Directors consisting of three-fourths of all the Directors for the time being and for this purpose the vote of any Director may be given either in person at a meeting of the Directors or (in the case of any Director not present at the meeting called for this purpose) by notice in writing signed by such Director prior to the holding of such meeting. In the case of an equality of votes the chair of the meeting shall have no additional or casting vote. In this article references to in writing include the use of communication by electronic means subject to such terms and conditions as the Directors may decide. Delegation to committees 120 (A) The Directors may delegate any of their powers, authorities and discretions (with power to sub- delegate) to any committee, consisting of such person or persons (whether or not a Director or ) as they think fit. (B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors. (C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors. Articles of Association of Unilever Plc continued Unilever Articles of Association 28
Articles Unilever Articles of Association Delegation to Chief Executive Officer 121 The Board may entrust to and confer upon the Chief Executive Officer any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variations shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board. Participation in meetings by telephone 122 All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chair of the meeting then is. Resolution in writing 123 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors (if that number is sufficient to constitute a quorum) or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned. Validity of acts of Directors or committee 124 All acts done by the Directors or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Directors or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a Director or member of the committee. Minutes to be made 125 The Directors shall cause minutes or records to be made in books provided for the purpose: (A) of the names of the Directors present at each meeting of the Directors or committee of the Directors, and (B) of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors. Seals Use of seals 126 The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Articles 120 and 121. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by one Director in the presence of a witness who attests the signature or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person. Dividends and other payments Application of profits 127 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following: FIRST to the payment of a dividend for such period at such rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates. SECOND AND LASTLY the surplus after making the payment aforesaid (if any) shall be applied to the payment of a dividend on the capital paid up or credited as paid up on the Ordinary Shares. Declaration of dividends 128 Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends in pounds sterling or euro to be paid to the members according to their rights and interests in the profits available for distribution (and based upon such exchange rates for currency conversion as the Directors shall determine), but no dividend shall be declared in excess of the amount recommended by the Directors. Interim dividends 129 The Directors may from time to time, out of accrued or accruing profits, pay to the members in pounds sterling or euro such interim dividends as in their judgement the position of the Company justifies (and based upon such exchange rates for currency conversion as the Directors shall determine). 29 Articles Dividends to be paid according to amounts paid up on shares 130 Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide: (A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share, and (B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. Debts may be deducted 131 The Directors may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by them to the Company on account of calls or otherwise in respect of shares of the Company. Dividend not to bear interest against the Company 132 No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company. Payment procedures 133 Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by bank transfer, by electronic media and more specifically, in respect of uncertificated shares, by means of the facilities of a relevant system (subject to the facilities and requirements of the relevant system). Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them. Unclaimed dividends 134 The Company may cease to send any cheque or other means of payment by post for any dividend on any shares which is normally paid in that manner if, in respect of at least two consecutive dividends payable on those shares, the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder of, or person entitled to them, claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way. In the event that: (A) a payee does not specify an address, or does not specify a bank account, or other details necessary in order to make a payment of a dividend or other sum payable on or in respect of a share by the means by which the Directors have decided in accordance with these articles that a payment is to be made, or by which a payee has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or (B) a payment cannot be made by the Company using the details provided by the payee, then the dividend or other distribution shall be treated as unclaimed for the purposes of these articles. Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed. The payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company as a trustee in respect of it. Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend shall be forfeited and shall revert to the Company. The Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company’s benefit in any manner that the Directors from time to time may think fit. If the Company sells shares in accordance with Article 55 any dividend or other sum that has not been cashed or claimed by a member (or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or sums) shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other sum for the Company’s benefit in any manner that the Directors may from time to time think fit. Dividends in specie 135 Any general meeting declaring a dividend may, upon the recommendation of the Directors, by ordinary resolution direct, and the Directors may in relation to any interim dividend direct, payment or satisfaction of the dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to the direction, and where any difficulty arises in regard to the distribution the Directors may settle it as they think expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any specific assets to be distributed and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any specific assets to be distributed in trustees as may seem expedient to the Directors. Articles of Association of Unilever Plc continued Unilever Articles of Association 30 Articles Unilever Articles of Association Capitalisation of profits Power to capitalise profits 136 The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of Ordinary Shares of the Company who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on Ordinary Shares of the Company held by those members respectively or in paying up in full Ordinary Shares that are to be allotted and distributed as fully paid up, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full Ordinary Shares of the Company that are to be allotted and distributed as fully paid up, and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. Scrip dividends 137 The Directors may, if authorised by an ordinary resolution of the Company, offer the holders of Ordinary Shares (excluding any member holding shares as treasury shares) the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of any dividend or any part of any dividend specified by the ordinary resolution. The following provisions shall apply: (A) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed. (B) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount that such holder would have received by way of dividend. For this purpose “relevant value” shall be calculated by reference to the average of the middle market quotations for the Company’s Ordinary Shares on the London Stock Exchange plc as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount. (C) The Directors, after determining the basis of allotment, may notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. (D) The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them. (E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (“the elected Ordinary Shares”) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. (F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue except that they will not be entitled to participate in the relevant dividend. (G) Unless the Directors otherwise determine, or unless the uncertificated securities rules and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of their elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) or in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election). Settlement of difficulties in distribution on capitalisation of profits 138 Where any difficulty arises in regard to any distribution under the last two preceding articles the Directors may settle the matter as they think expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the Directors. The Directors may authorise any person to enter into an agreement with the Company on behalf of the persons entitled to participate in the distribution providing for the allotment to them respectively of any shares, debentures or other obligations of the Company to 31 Articles which they are entitled on the capitalisation and the agreement shall be binding on those persons. Record dates and accounting records Record dates 139 Notwithstanding any other provision of these articles the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date. Inspection of records 140 The accounting records shall be kept at the office or, subject to the provisions of the Companies Acts, at such other place or places as the Directors may think fit and shall always be open to inspection by the officers of the Company. No member in their capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by ordinary resolution of the Company. Service of notices and other documents Service of notices 141 Any notice, document (including a share certificate) or other information may be served on, sent or supplied to any member by the Company either personally or by sending it through the post addressed to the member at their registered address or by leaving it at that address addressed to the member or by means of a relevant system or, where appropriate, by sending or supplying it in electronic form to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts or in any other manner provided by these articles. In the case of joint holders of a share, service, sending or delivery of any notice or document on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or delivery to all the joint holders. If on three consecutive occasions a notice to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until they shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices in electronic form. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent in electronic form shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which it was sent. The Company may at any time and in its sole discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all of the members. Articles of Association of Unilever Plc continued Members resident abroad 142 Any member whose registered address is not within the United Kingdom or some other part of Europe or any holder of a share warrant and who gives to the Company a postal address within the United Kingdom at which notices may be served upon them shall be entitled to have notices served on or sent or delivered to them at that address or where applicable by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, them at that address or where applicable by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom, shall not be entitled to receive any notice or other document from the Company. When notice deemed served 143 Any notice or document, if sent by post, shall be deemed to have been served on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or document not sent by post but left at a registered address (other than an address for the purposes of communication by electronic means) shall be deemed to have been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice. Any notice or document sent by the Company using electronic means shall be deemed to have been received on the day following that on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed. Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose. Unilever Articles of Association 32
Articles Unilever Articles of Association Service of notice to person entitled by transmission 144 Where a person is entitled by transmission to a share, any notice or document shall be served upon or delivered to them, and any dividend or other sum payable in cash in respect of the share may be paid to them, as if they were the holder of that share and their address noted in the register was their registered address. A person who is entitled by transmission to a share, upon supplying the Company with an address for the purpose of communications by electronic means for the service of notices, may, at the absolute discretion of the Directors, have sent to them at such address any notice or document to which they would have been entitled if they were the holder of that share. Except where there is a person entitled by transmission to a share, any notice or document served on or delivered to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in respect of any share registered in the name of that member as sole or joint holder unless, before the day of posting (or, if it is not sent by post, before the day of service or delivery) of the notice or document, their name has been removed from the register as the holder of the share. Service or delivery in the foregoing manner shall be deemed for all purposes a sufficient service or delivery of the notice or document on all persons interested (whether jointly with or as claiming through or under that member) in the share. Notice when post not available and notice given by advertisement 145 (A) If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the Company need only give notice of a general meeting to those members with whom the Company can communicate by electronic means and who have provided the Company with an address for this purpose. The Company shall also advertise the notice in at least two newspapers with a national circulation in the United Kingdom and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, Company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form. (B) Any notice to the bearer of a warrant or to any other person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears. Destruction of documents Consequences of destruction of documents 146 If the Company destroys: (A) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation; or (B) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the Company; or (C) any instrument of transfer of shares which has been registered at any time after a period of six years has elapsed from the date of registration; or (D) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the Company destroys the document in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrefutably in favour of the Company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the Company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the Company any liability by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner. Winding-up Order of priority in winding-up 147 If the Company shall be wound-up, 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 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. 33 Articles Indemnity Indemnification of Directors 148 To the extent permitted by the Companies Acts, the Company may: (A) indemnify any Relevant Officer against any liability and may purchase and maintain for any Relevant Officer insurance against any liability. No Relevant Officer shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a Relevant Officer; (B) provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer: (i) in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or an Associated Company of the Company; or (ii) in connection with any application for relief under the provisions mentioned in Section 205(5) of the Companies Act 2006; and (C) do anything to enable any such Relevant Officer to avoid incurring such expenditure. For the purpose of this Article 148 and Article 149, “Associated Company” shall have the same meaning as in Section 256 of the Companies Act 2006 and “Relevant Officer” means a Director, former Director or Secretary of the Company or of an Associated Company of the Company. The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or other things done under this Article 148. 149 far as may be permitted by applicable law, the Company: (A) shall provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer in defending himself/herself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company; and (B) may do anything to enable any such Relevant Officer to avoid incurring such expenditure. Articles of Association of Unilever Plc continued Unilever Articles of Association 34 Capital Alterations Unilever Articles of Association Captial Alterations At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of October, 1937, the following Resolution was duly passed as a Special Resolution:– Resolution That subject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for: A The Capital of the Company be reduced to £117,000,000, divided into: £30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each, B C D The Capital of the Company be thereupon converted, consolidated, sub-divided and increased pursuant to and in accordance with the said Scheme so as thereafter to be constituted as provided in Clause 7 of the said Scheme; All Shares in the capital of the Company from time to time unissued be converted into Stock as and when the same are issued and are fully paid up; The name of the Company be changed to “Lever Brothers & Unilever Limited”. £15,655,173 8 per cent. Cumulative A Preference Stock, 24,344,827 8 per cent. Cumulative A Preference Shares of £1 each, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each, 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each by the cancellation pursuant to and for the purposes of the said Scheme of: £1,500,000 20 per cent. Cumulative Preferred Ordinary Stock, £3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock, and £8,500,000 Ordinary Stock which three Stocks are beneficially held by Unilever Limited; 35 CHANCERY DIVISION MR. JUSTICE SIMONDS Monday the 15th day of November, 1937 In the Matter of UNILEVER LIMITED and In the Matter of LEVER BROTHERS, LIMITED and In the Matter of THE COMPANIES ACT, 1929 Upon the Petition of the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited whose Registered Office is situate at Port Sunlight in the County of Chester on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap Elma and United Holdings Limited the holders of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake Mills Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the “London Gazette” and the “Times” Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the “London Gazette” and the “Times” Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of Francis D’Arcy Cooper filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of Hugh Quennell filed the 11th August 1937 the joint and several Affidavit of Luke Val Fildes John William Heywood and Ronald Geoffrey Rowe filed the 19th October 1937 the joint and several Affidavit of Percy Farnworth and Fred Homer filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to And the said Naamlooze Vennootschap Elma United Holdings Limited Blackfriars Nominees Limited British Oil & Cake Mills Limited Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement and Amalgamation hereinafter sanctioned This Court doth hereby sanction the Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said Petition subject to the modifications approved by the Court on the hearing of the said Petition which Scheme of Arrangement and Amalgamation as so modified and sanctioned is set forth in the First Schedule hereto And this Court doth order that the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act And the Court doth hereby approve the Minute set forth in the Second Schedule hereto And it is ordered that this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the above- named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order And it is ordered that Notice of the Registration by the Registrar of Companies of this Order so far as it confirms the reduction of the capital of the said Lever Brothers, Limited and of the said Minute be published once in the “London Gazette” and in the“Times” Newspaper within ten days after such Registration And it is ordered that the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in Chambers for an Order or orders under Section 154 of the above-mentioned Act as there may be occasion ARTHUR STIEBEL, Registrar Seal In the High Court of Justice No. 00539 of 1937 Fo. 272 W.4 Stamp £2 (Seal) Unilever Articles of Association36
Capital Alterations Unilever Articles of Association Minute approved by the Court 15th November, 1937. The capital of Lever Brothers, Limited was by virtue of a Special Resolution of the Company and with the sanction of an Order of the High Court of Justice dated the 15th day of November, 1937, reduced from £130,000,000 to £117,000,000, divided into £30,762,082 Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173 A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312 Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each, 7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each. At the date of the registration of this Minute, none of the said shares had been issued. By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited and its respective Stockholders and the Company sanctioned by the said Order and of a Special Resolution passed by the Company, the capital of the Company on the registration of this Minute is £141,418,750, divided into £30,762,082 Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred Ordinary Stock, 9,237,918 Preference Shares of £1 each, 24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued. 37 LEVER BROTHERS, LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the 15th day of November, 1937. Given under my hand at London this thirtieth day of November One thousand nine hundred and thirty-seven. P. MARTIN, Assistant Registrar of Companies. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital (Pursuant to Sec. 58 of the Companies Act, 1929.) I hereby Certify the Registration of the said Order and of a Minute, showing the present capital and shares of the Company, as fixed by the said Order. Unilever Articles of Association38 Capital Alterations Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of February, 1952, the following Resolution was duly passed as a Special Resolution:– Resolution That the name of the Company be changed to~ “UNILEVER LIMITED”. At an Extraordinary General Meeting of the Company duly convened and held on the 20th day of September, 1966, the following Resolutions were duly passed as Special Resolutions:– Resolutions 1 That the Scheme of Arrangement dated 25th August, 1966, between the Company and its six classes of members, a print of which has been submitted to this Meeting and for the purpose of identification subscribed by the Chairman hereof, be and it is hereby approved. 2 That subject to the said Scheme being sanctioned the capital of the Company be reduced by the cancellation of the assented Preferential Stock (as in the said Scheme defined) and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. 3 That forthwith upon the said reduction of capital taking effect: (a) the capital of the Company be increased to its former amount of £141,418,750 by the creation of the appropriate number of Ordinary Shares of 5s. each. (b) the 7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and Shares be redesignated as 7 per cent. First Cumulative Preference Stock and Shares, 5 per cent. First Cumulative Preference Stock and Shares, 8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent. Third Cumulative Preferred Ordinary Stock and Shares respectively. 39 CHANCERY DIVISION MR. JUSTICE SIMONDS FO. 123 R.28 Monday the 24th day of October 1966 In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948 Upon the Petition of the above-named Unilever Limited (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Birkenhead in the County of Chester on the 26th September 1966 preferred unto this Court And Upon Hearing Counsel for the Company And Upon Reading the said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent. Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of George James Baron Cole of Blackfriars filed respectively the 11th July 1966 and the 27th September 1966 the two joint Affidavits of John Arthur Smethurst and William Favager filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of Kenneth Lysberg Barber and the Affidavit of Edward James Wells both filed the 27th September 1966 and the Exhibits in the said Affidavits respectively referred to This Court doth hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto And this Court doth order that the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act And the Court doth hereby approve the Minute set forth in the Second Schedule hereto And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute And it is ordered that notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the said Minute be published once in The Times newspaper within 21 days after such registration MAURICE BERKELEY, Registrar In the High Court of Justice No. 00987 of 1966 Seal Supreme Court of Judicature Unilever Articles of Association 40
Capital Alterations Unilever Articles of Association No. 00987 of 1966 THE FIRST SCHEDULE before referred to In the High Court of Justice CHANCERY DIVISION In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948 Scheme of arrangement (under Section 206 of the Companies Act, 1948) between the term “non-assented” in UNILEVER LIMITED and the holders of: relation to Preferential Stock (1) its 7 per cent. Cumulative Preference Stock; (2) its 5 per cent. Cumulative Preference Stock; (3) its 8 per cent. Cumulative A Preference Stock; (4) its 20 per cent. Cumulative Preferred Ordinary Stock; (5) its Ordinary Shares of 5s. each; and (6) its Deferred Stock. the term “assented” in relation to Preferential Stock PRELIMINARY In this Scheme the following expressions shall bear the following meanings:– “the Company” means Unilever Limited; “the New Loan Stock” “the Preferential Stock” means the £35,984,690 “the Effective Date” 7 per cent. Cumulative Preference Stock, the £2,360,000 5 per cent. Cumulative Preference Stock, the £15,661,749 8 per cent. Cumulative A Preference Stock and the £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock in the capital of the Company; “this Scheme” “holder” means Preferential Stock in respect of which the holder shall give a valid Notice of Non-Assent under Clause 5 of this Scheme; means Preferential Stock which is not non-assented; means the Unsecured Loan Stock of the Company to be created pursuant to Clause 1 of this Scheme; means the day on which this Scheme becomes effective in accordance with Clause 9 of this Scheme; means this Scheme (including the Appendices hereto) in its present form or with any modification thereof or addition thereto or condition approved or imposed by the Court; includes person entitled by transmission. 41 Creation of New Loan S1 t ock (a) The Company shall create New Loan Stock up to £62,695,050 in aggregate nominal amount as follows:– (i) up to £60,335,050 73⁄4 per cent. Unsecured Loan Stock 1991/2006; (ii) up to £2,360,000 51⁄2 per cent. Unsecured Loan Stock 1991/2006. (b) The New Loan Stock shall be constituted by a Trust Deed between the Company of the one part and The Law Debenture Corporation, Limited as trustees of the other part and shall contain or incorporate provisions to the effect of those set forth in Appendix A to this Scheme and shall be in the form of the draft already prepared and subscribed for the purposes of identification by Slaughter and May, Solicitors, with such modifications and additions, if any, as may prior to the execution thereof be approved by the Company and the Trustees. Reduction of Share Capital 2 (a) The share capital of the Company shall be reduced by the cancellation of the assented Preferential Stock and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company. (b) Forthwith upon the said reduction of capital taking effect the share capital of the Company shall be increased to its former amount by the creation of Ordinary Shares of 5s. each. Allotment of New Loan Stock 3 (a) In consideration of the cancellation of the assented Preferential Stock the Company shall within 28 days after the Effective Date (but subject as regards fractions to the provisions of paragraph (b) of this Clause) allot and issue credited as fully paid to the persons who at the close of business on the day immediately preceding the Effective Date are the registered holders of the assented Preferential Stock for every £100 in nominal amount of assented Preferential Stock of the class shown in column 1 of the Table below set out New Loan Stock of the nominal amount and class shown in column 2 of the said Table and so in proportion for holdings of less than £100 or which are not an exact multiple thereof:– Table 1 £100 Preferential Stock 7 per cent. Cumulative Preference Stock. 2 New Loan Stock £100 73⁄4 per cent. Unsecured Loan Stock 1991/2006. 5 per cent. Cumulative Preference Stock. £100 51⁄2 per cent. Unsecured Loan Stock 1991/2006. 8 per cent. Cumulative A Preference Stock. £114 73⁄4 per cent. Unsecured Loan Stock 1991/2006. 20 per cent. Cumulative Preferred Ordinary Stock. £284 73⁄4 per cent. Unsecured Loan Stock 1991/2006. (b) No holder of any of the assented Preferential Stock shall be entitled to be allotted any fraction of £1 of New Loan Stock but any fractional amounts to which but for this provision holders of assented Preferential Stock would have been entitled shall be aggregated and allotted to the Secretary of the Company or to some person or persons nominated by him upon trust to sell the same and the Company shall distribute the net proceeds of such sale to the persons entitled thereto. (c) The amount of 73⁄4 per cent. Unsecured Loan Stock to be allotted to a holder of assented Preferential Stock of two or more classes and the fractional entitlement, if any, of any such holder shall be determined by aggregating the amounts of 73⁄4 per cent. Unsecured Loan Stock which, but for the provisions of paragraph (b) of this Clause, would have been allotted to such holder. Dividends and Interest 4 (a) The New Loan Stock to be issued pursuant to this Scheme shall carry interest calculated as from and including the 1st July, 1966. (b) The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June, 1966. (c) Each mandate in force at the close of business on the day immediately preceding the Effective Date relating to the payment of dividends on assented Preferential Stock shall unless and until revoked be deemed as from such date to be a valid and effective mandate to the Company in relation to interest on the corresponding New Loan Stock. Notice of Non-Assent 5 (a) If any holder of Preferential Stock shall, in manner provided in paragraph (b) of this Clause, give notice in the form prescribed by the Company (herein called “Notice of Non-Assent”) to the Company that such holder does not wish to have all or some part of the Preferential Stock held by him cancelled, the Preferential Stock held by such holder shall, to the extent specified in such Notice of Non-Assent, for the purposes of this Scheme be nonassented. (b) Every such notice shall be signed (or in the case of a body corporate executed under its Common Seal, if any) by the holder or, in the case of joint holdings, all the holders of the Preferential Stock concerned and sent or delivered to the Joint Registrars of the Company accompanied by the relative stock certificate or certificates so as to be received by the Joint Registrars on or before the 19th September, 1966, or posted before the 19th September, 1966 and received by the said Joint Registrars on or before the 27th September, 1966. Modification of Rights attached to Classes of Share Capital The Scheme Unilever Articles of Association 42 Capital Alterations Unilever Articles of Association 6 (a) The Company shall alter its Articles of Association by substituting for Articles 3 and 49 the new Articles 3 and 49 set forth in Resolution numbered 3 in the Notice convening an Extraordinary General Meeting of the Company for the 20th September, 1966. (b) From and after the Effective Date the rights set forth in Appendix B to this Scheme shall be attached to the non-assented Preferential Stock in substitution for and to the exclusion of those rights now set forth in paragraph (viii) of Article 9 of the Articles of Association of the Company. (c) Nothing in this Scheme contained shall prevent the alteration or variation of any rights attached to any Stock or Shares in the capital of the Company or any provision in the Articles of Association of the Company in any manner for the time being authorised by law or by such Articles. Certificates for New Loan Stock and Cash Payments 7 As soon as practicable after the allotments of the New Loan Stock, the Company shall send to the allottees notices informing them that this Scheme has become effective and, unless prohibited by law, enclosing certificates for the amounts of New Loan Stock and shall, either simultaneously or as soon as practicable thereafter and unless prohibited by law, send to the allottees cheques or postal orders for any cash payments in respect of fractions, being the amounts and payments to which they are respectively entitled under this Scheme. 8 (a) All certificates for New Loan Stock shall be sent by the Company to the holders of the assented Preferential Stock through the post in prepaid envelopes addressed to such holders at their respective registered addresses (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of such joint holding) and the Company shall not be responsible for any loss in transmission. (b) All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission. All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby. The Effective Date 9 This Scheme shall become effective as soon as an office copy or office copies of the Order of the Court sanctioning under Section 206 of the Companies Act, 1948 this Scheme and confirming under Section 68 of the said Act the reduction of capital provided for in this Scheme shall have been duly delivered to the Registrar of Companies for registration; and unless this Scheme shall have become effective as aforesaid on or before the 31st December, 1966, or such later date, if any, as the Court may allow, the same shall never become effective. 10 The Company may consent on behalf of all concerned to any modification of or addition to this Scheme or to any conditions which the Court may think fit to approve or impose. Fundamental Condition 11 Notwithstanding anything hereinbefore contained if less than 50 per cent. in aggregate nominal amount of the Preferential Stock (or such lesser nominal amount as the Company shall within fourteen days after the holding of the meetings convened by Order of the Court for the purpose of considering this Scheme by Resolution of its Board of Directors decide) falls to be treated as assented Preferential Stock for the purposes of this Scheme, this Scheme shall not be capable of becoming effective. Dated 25th August, 1966. 43 Provisions relating to New Loan Stock The 51⁄2 per cent. Unsecured Loan Stock 1991/2006 (“the 51⁄2 per cent. Stock”) and the 73⁄4 per cent. Unsecured Loan Stock 1991/2006 (“the 73⁄4 per cent. Stock”) – together referred to herein as “the Stocks” – will be created by a Resolution of the Board of Directors and will be constituted by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees. The Trust Deed will contain provisions, inter alia, to the following effect:– 1 Amounts The 51⁄2 per cent. Stock will not exceed £2,360,000; the 73⁄4 per cent. Stock wiII not exceed £60,335,050. 2 Interest The 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock will carry interest respectively at the rates of 51⁄2 per cent. and 73⁄4 per cent. per annum, payable half-yearly on 30th June and 31st December. The first payment of interest will be made on 31st December, 1966 and will amount to £2 15s. 0d. (less income tax) per £100 nominal of the 51⁄2 per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 73⁄4 per cent. Stock. 3 Redemption, Purchase and Final Repayment (a) The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest. (b) The Company will be entitled to redeem the whole or any part, to be selected by drawings, of the Stocks at par plus accrued interest on or at any time after 30th June, 1991, on giving not less than three months’ notice in writing. (c) The Company may at any time purchase any part of the Stocks on any recognised Stock Exchange or by tender (available to all Stockholders of the particular Stock alike) at any price or by private treaty at a price not exceeding par in the case of the 51⁄2 per cent. Stock and £105 per cent. in the case of the 73⁄4 per cent. Stock (exclusive in each case of expenses and accrued interest) but not otherwise. (d) The Company may exercise its rights and powers of redemption and purchase as regards the 51⁄2 per cent. Stock and the 73⁄4 per cent. Stock at its sole discretion and without obligation to maintain any ratio between the amounts for the time being outstanding of either of such series. (e) All stock purchased or redeemed shall be cancelled and shall not be available for re-issue. 4 Limitation on Borrowings (A) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined below). (B) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed a sum equal to two thirds of the adjusted total of capital and reserves. For the purposes of the provisions of (A) and (B) above relating to borrowing:– (i) the principal amount (together with any premium payable on final repayment) of any debentures within the meaning of Section 455 of the Companies Act, 1948 issued by the Company or any of its subsidiaries shall (unless otherwise taken into account) be deemed to be borrowings; (ii) the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings; (iii) the nominal amount of any issued share capital and the principal amount of any borrowings (together in each case with any premium on redemption or repayment) the repayment whereof is guaranteed by the Company or by any of its subsidiaries shall be deemed to be borrowings by the guaranteeing company unless otherwise taken into account; (iv) any borrowings of the Company or any of its subsidiaries for the express purpose of repaying the whole or any part of any borrowings of the Company or any of its subsidiaries for the time being outstanding (including any premium on redemption or repayment) and taken into account and applied for that purpose within four months of such borrowing shall pending application for such purpose within such period be deemed not to be borrowings; (v) the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary; (vi) in the case of a subsidiary, part of whose equity share capital is held otherwise than by the Company or another subsidiary, the proportion of the total amounts borrowed by such subsidiary which is borrowed otherwise than from the Company or another subsidiary which corresponds to the proportion of the total nominal amount of the issued equity share capital of such subsidiary held otherwise than by the Company or another subsidiary shall be deemed not to be borrowings. 5 Definitions The expression “the adjusted total of capital and reserves” means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:– (i) adjusted as may be appropriate to take account of (a) any increase in or reduction of the issued and paidup share capital or the share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall Appendix A Unilever Articles of Association 44
Capital Alterations Unilever Articles of Association have been made up and any distributions (other than normal preference dividends and interim dividends paid in each case out of profits earned since such date) in cash or specie made from such reserves or profit and loss account since such date and (b) any subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be subsidiaries and any companies which will become subsidiaries as a result of the transaction in relation to which the calculation falls to be made; (ii) excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation; (iii) after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in such balance sheet (as adjusted); (iv) excluding any amounts attributable to minority interests in subsidiaries; (v) after making such other adjustments (if any) as the Auditors of the Company may consider appropriate. 6 Transfer The Stocks will each be registered and transferable in amounts and multiples of £1. 7 Modification of Rights The provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock. 8 Indemnification The Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events. 45 On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent. Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Company’s Auditors of the means of the daily quotations at which the said Preference Shares and Preferred Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. “The relevant date” means in the case of a compulsory winding- up the commencement of the windingup and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets. APPENDIX B (see Clause 6(b) of the Scheme) Unilever Articles of Association46 Capital Alterations Unilever Articles of Association THE SECOND SCHEDULE before referred to MINUTE APPROVED BY THE COURT The capital of Unilever Limited was by virtue of a Special Resolution and a Scheme of Arrangement sanctioned by an Order of the High Court of Justice dated the 24th day of October 1966 reduced from the former capital of £141,418,750 divided into £35,984,690 7 per cent. Cumulative Preference Stock, £2,360,000 5 per cent. Cumulative Preference Stock, £15,661,749 8 per cent. Cumulative A Preference Stock, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 1,655,310 5 per cent. Cumulative Preference Shares of £1 each, 24,338,251 8 per cent. Cumulative A Preference Shares of £1 each, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock to £64,274,506 divided into £3,502,564 7 per cent. Cumulative Preference Stock, £172,382 5 per cent. Cumulative Preference Stock, £1,218,546 8 per cent. Cumulative A Preference Stock, £249,576 20 per cent. Cumulative Preferred Ordinary Stock, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock. At the date of the registration of this Minute 181,348,592 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 308,576,976 Ordinary Shares of 5s. each. 47 UNILEVER LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the Twenty-fourth day of October One Thousand Nine Hundred and Sixty-Six. Given under my hand at London this Fifth day of December One Thousand Nine Hundred and Sixty-Six. A. E. WHITBY, Assistant Registrar of Companies. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital (Pursuant to Sec. 69 of the Companies Act, 1948.) I hereby Certify That the said Order and a Minute showing the capital and shares of the Company as approved by the said Order were Registered pursuant to Section 69 of the Companies Act, 1948, on the Second day of December One Thousand Nine Hundred and Sixty-Six. Unilever Articles of Association48
Capital Alterations Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of December, 1983, the following Resolution was duly passed as a Special Resolution:– Resolution That (a) the capital of the Company be reduced from £141,418,750 to £135,170,274, such reduction to be effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares of 25p each, being that part of the holding of Ordinary Shares in the capital of the Company registered in the names of Sir David Alexander Orr, The Right Honourable Philip William Bryce Third Viscount Leverhulme, Seamus George Sweetman, Kenneth Durham and Cecil Frazer Sedcole, which is held by them as Trustees of the Will of the First Viscount Leverhulme in the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and (b) forthwith upon such reduction of capital taking effect, the authorised capital of the Company be increased to its former amount of £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each. 49 CHANCERY DIVISION MR. JUSTICE HARMAN FO. 228 C1 Tuesday the 24th Day of January, 1984 In the Matter of UNILEVER PLC and In the Matter of THE COMPANIES ACT 1948 Upon the Petition of the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court And upon hearing Counsel for the Petitioner And upon reading the said Petition (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of Kenneth Durham filed the 15th December, 1983 the Affidavit of James Dewar Keir filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and “The Times” Newspaper of the 14th January, 1984 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) This Court doth order that the reduction of the capital of the said Company from £141,418,750 to £135,170,274 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act. And the Court doth hereby approve the Minute set forth in the Schedule hereto And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute And it is ordered that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in “The Times” newspaper within 21 days after such registration. JOHN BRADBURN, Registrar In the High Court of Justice No. 007556 of 1983 Unilever Articles of Association50 Capital Alterations Unilever Articles of Association THE SCHEDULE before referred to MINUTE APPROVED BY THE COURT The Capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated the 24th January, 1984 reduced from £141,418,750 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 544,702,728 Ordinary Shares of 25p each and £100,000 Deferred Stock to £135,170,274 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 519,708,824 Ordinary Shares of 25p each and £100,000 Deferred Stock At the date of the registration of this Minute 158,073,358 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each. 51 Articles Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 24th January, 1984. Now therefore Given under my hand at Cardiff the 14th February, 1984 T. G. THOMAS, An Authorised Officer Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital I hereby Certify that the said Order and Minute approved by the Court were registered pursuant to section 69 of the Companies Act, 1948, on the 27th January, 1984. Unilever Articles of Association 52
Articles Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as a Special Resolution:– Resolution That subject to the consent of the holders of the Company’s 7 per cent. First Cumulative Preference Stock, 5 per cent. First Cumulative Preference Stock, 8 per cent. Second Cumulative Preference Stock and 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each given by extraordinary resolutions as provided in Article 11 of the Company’s Articles of Association, the authorised capital of the Company be reduced from £141,418,750 to £136,275,682 and that such reduction be effected by returning the whole of the capital paid up on the £3,502,564 7 per cent. First Cumulative Preference Stock together with a premium of 7p per £1 nominal of such Stock, 78p of the capital paid up on each £1 nominal of the £172,382 5 per cent. First Cumulative Preference Stock, the whole of the capital paid up on the £1,218,546 8 per cent. Second Cumulative Preference Stock together with a premium of 14p per £1 nominal of such Stock and the whole of the capital paid up on each of the 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares together with a premium of 40p per share and cancelling and extinguishing all the said Preference Stocks and Preferred Shares. At a Class Meeting of holders of 7 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 7 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January, 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. 53 Articles That this Class Meeting of the holders of the 5 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. At a Class Meeting of holders of 5 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 8 per cent. Second Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock. At a Class Meeting of holders of 8 per cent. Second Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolutions Unilever Articles of Association 54 Articles Unilever Articles of Association At a Class Meeting of holders of 20 per cent. Third Cumulative Preferred Ordinary Shares in the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary Resolution:– Resolution That this Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares in the capital of the Company hereby consents on behalf of all the holders of such Shares to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Shares which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Shares. 55 Articles CHANCERY DIVISION COMPANIES COURT MR. JUSTICE MILLETT Monday the 27th day of February 1989 In the Matter of UNILEVER PLC and In the Matter of THE COMPANIES ACT 1985 Upon the Petition of the above-named Unilever PLC (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Wirral Merseyside L62 4ZA And Upon Hearing Counsel for the Company And Upon Reading the documents recorded on the Court File as having been read It is ordered that the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed. And the Court approves the Minute set forth in the Schedule hereto AND IT IS FURTHER ORDERED (1) that this Order be produced by the Company to the Registrar of Companies and that it deliver an Office Copy to him together with a copy of the said Minute (2) that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published by the Company once in the Financial Times newspaper within 21 days after such registration. In the High Court of Justice No. 00433 of 1989 Unilever Articles of Association 56
Articles Unilever Articles of Association THE SCHEDULE Minute approved by the Court “The capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 27th day of February 1989 reduced from £141,418,750 (divided into £3,502,564 7 per cent. First Cumulative Preference Stock £172,382 5 per cent. First Cumulative Preference Stock £1,218,546 8 per cent. Second Cumulative Preference Stock 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock) to £136,275,682 (divided into 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock). At the date of the registration of this Minute 794,082,087 Ordinary Shares of 5p each have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued”. 57 Articles Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 27th February 1989. Now therefore Given under my hand at Cardiff the 13th March 1989. An Authorised Officer. Certificate of registration No. 41424 of Order of Court and Minute on reduction of Capital I hereby Certify that the said Order and Minute approved by the Court were registered pursuant to section 138 of the Companies Act 1985 on the 2nd March 1989. Unilever Articles of Association 58 Articles Unilever Articles of Association Special and other resolutions At an Extraordinary General Meeting of the Company duly convened and held on the 18th day of June, 1931, the following Resolution was duly passed:– Resolution That all the fully paid Shares in the capital of the Company now issued and outstanding be converted into Stock and that all Shares in the capital of the Company at present unissued be converted into Stock as and when the same are issued and are fully paid up. At a separate General Meeting of the Ordinary Stockholders of the Company duly convened and held on the 12th day of July, 1951, the following Resolution was duly passed:– Resolution That this separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Company’s Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers & Unilever N.V. of the one part and the Company of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement. 59 Articles That the whole of the issued Ordinary Stock in the capital of the Company be re-converted into fully paid Ordinary Shares of 5s. 0d. each and that each of the unissued Ordinary Shares of £1 each in the capital of the Company be sub-divided into four Ordinary Shares of 5s. 0d. each. At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of October, 1961, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That as from the date of the passing of this Resolution the provisions of the Resolutions passed on the 18th June, 1931, and the 12th October, 1937, that all unissued Shares in the capital of the Company be converted into Stock as and when the same are issued and are fully paid up, shall cease to apply to the Ordinary Share capital of the Company. That the £249,576 20 per cent. Third Cumulative Preferred Ordinary Stock in the capital of the Company be re- converted into 998,304 fully paid 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each. At the Annual General Meeting of the Company duly convened and held on the 17th day of May, 1978, the following Resolution was duly passed:– Resolution Unilever Articles of Association60
Articles Unilever Articles of Association At a Meeting of the Directors duly convened and held on the 9th day of April, 1981, the following Resolution was duly passed:– Resolutions That (1) Pursuant to Section 8 of the Companies Act, 1980 the Company be re-registered as a public company. (2) The Memorandum of Association of the Company be altered in manner following: (a) By deleting Clause 1 and substituting therefor the following clause:– “1 The name of the Company is “Unilever PLC”.” (b) By adding after Clause 1 the following Clause 1a:– “1a The Company is to be a public company.” (c) By deleting Clause 2 and substituting therefor the following clause:– “2 The registered office of the Company will be situated in England and Wales.” At the Annual General Meeting of the Company duly convened and held on the 18th May, 1983, the following Resolution was duly passed as a Special Resolution:– Resolution That the Memorandum of Association of the Company be altered by deleting the present Clause 3 and substituting for it the Clause 3 set out in the document which accompanied the notice of this meeting. 61 Articles That with effect from and including 29th June, 1987, the 544,702,728 Ordinary Shares of 25p each in the capital of the Company be sub-divided into 2,723,513,640 Ordinary Shares of 5p each. At the Annual General Meeting of the Company duly convened and held on the 20th May, 1987, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That with effect from and including 29th June, 1987, the draft regulations contained in the printed document submitted to the meeting and for the purposes of identification signed by the Chairman thereof, be approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof. That the Articles of Association of the Company be altered as follows: (a) by deleting in article 2 the words, “Preference Shares.” includes Preferred Ordinary Shares; (b) by deleting in article 3 the second and third sentences and substituting therefor the following: ‘No modification of the terms of the said Agreement shall be made without the previous sanction of (a) an ordinary resolution of the Company in general meeting; and (b) an ordinary resolution passed at a separate general meeting of the holders of the Ordinary Shares. The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.’; At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1989, the following Resolutions were duly passed as Special Resolutions:– Resolutions (c) by deleting article 5 and substituting therefor the following: ‘5 Subject to the provisions of the Companies Acts 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 the Company or the holder, on such terms and in such manner as may be provided by these articles.’; (d) by deleting article 9 and substituting therefor the following: ‘9 (i) On the 3rd May, 1989 the authorised capital of the Company is £136,275,682, divided as follows: 2,723,513,640 Ordinary Shares of 5p each. 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 5p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’; (e) by deleting in article 10 all sentences save the last; (f) by deleting in article 11 paragraph (D) and substituting therefor the following: ‘(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this Unilever Articles of Association 62 Articles Unilever Articles of Association article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.’; (g) by deleting in article 58 the last sentence; (h) by deleting in article 67 the words ‘one-tenth of the issued Preference Shares or’; (i) by deleting in article 117 the words ‘and an extraordinary resolution passed at a separate general meeting held in manner provided by article 11 of the holders of the whole of the Preference and Preferred Ordinary Shares (which for this purpose shall be deemed to constitute a single class)’; (j) by deleting article 135 and substituting therefor the following: ‘135 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following: FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares. SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates. THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares. FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares. LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.’; (k) by deleting in article 137 the words ‘the preferential dividends on their Preference Shares for the time being, and also’; and (I) by deleting article 156 and substituting therefor the following: ‘156 If the Company shall be wound-up, the assets available for distribution amongst the members 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.’ That the Articles of Association of the Company be altered by deleting in article 145(a) the word ‘beginning’ and substituting therefor the words ‘expiry of two months following the conclusion’. That the Articles of Association of the Company be altered by deleting article 117 and substituting therefor the following: ‘117 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company. (B) For the purposes of this article (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:– (a) borrowings by the Company from any subsidiary (b) borrowings by any subsidiary from another subsidiary or from the Company (c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees (d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to:– (e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and (f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (ii) “Adjusted Capital and Reserves” means the aggregate of:– (a) the amount paid up or credited as paid up on the issued share capital of the Company, (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account, plus the balance at the credit of profit and loss account (or minus the amount, if any, standing to the debit of such account), and (c) the amounts standing as attributed to outside interests. 63 Articles all as shown in the latest published audited consolidated accounts of the Company and its subsidiaries Provided always that appropriate adjustments shall be made in respect of any variation in the paid up share capital or in the share premium account of the Company since the date of such audited accounts and Provided Further that in arriving at the said aggregate there shall be added back amounts equal to:– (d) the premium arising on consolidation of acquired subsidiaries, associated companies and businesses which, as at the date of calculation, have been written off against the consolidated reserves of the Company and its subsidiaries in accordance with United Kingdom accounting practices provided that the Company shall not have sold its interest in such subsidiaries, associated companies and businesses at the date of calculation, less a sum equal to amortisation of such premiums over 40 years on a straight line basis. (e) any provision made for deferred taxation in excess of the amount required to be provided by United Kingdom accounting practices. (C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.’ Unilever Articles of Association 64
Capital Alterations Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 4th May, 1994, the following Resolutions were duly passed as Special Resolutions:– Resolutions That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting in Article 110(F) ‘and (ix) the Agreement referred to in Article 3 or any matters arising thereout’ and substituting therefor the following:– ‘(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and (x) the Agreement referred to in Article 3 or any matters arising thereout.’ (b) by deleting Article 158 and substituting therefor the following:– ‘158. Indemnity of Officers Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.’ That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:– ‘127. Delegation to Committees (A) The Directors may delegate any of their powers, authorities and discretions (with power to sub- delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think fit. (B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors. (C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.’ 65 Articles That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 14 and substituting therefor the following: ‘Execution of share certificates 14 Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.’ (b) by deleting Article 128 and substituting therefor the following: ‘Participation in meetings by telephone 128 All or any of the Directors or members of any committee may participate in a meeting of the Directors or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting then is.’ (c) by deleting Article 141 and substituting therefor the following: ‘Payment procedures 141 Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent through the post or equivalent means of delivery or by such other means, including by electronic media, offered by the Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders, may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1995, the following Resolutions were duly passed as Special Resolutions:– Resolutions payable or property distributable in respect of the shares held by them.’ That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 57 and substituting therefor the following: ‘Cessation of sending dividend payments 57 The Company may cease to send any cheque or warrant or other financial instrument through the post or employ any other means of payment for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if either (a) in respect of at least two consecutive dividends payable on those shares the cheques or warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed or (b) following one such occasion reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of these articles, the Company may recommence sending cheques or warrants or other financial instruments or employing such means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.’ (b) by deleting Article 134 and substituting therefor the following: ‘Use of seals 134 The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to Article 127. Subject as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by at least two persons for the time being appointed to a committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person.’ Unilever Articles of Association 66 Articles Unilever Articles of Association That the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 75 and substituting therefor the following: ‘Adjournments and notice of adjournment 75 (A) The chairman may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting or (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. (B) When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.’ (b) by deleting Article 76 and substituting therefor the following: ‘Security and other arrangements at general meetings 76 The Directors may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions. In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the “Principal Place”) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article. Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place. The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.’ 67 Articles That the Articles of Association of the Company be and are hereby altered as follows:– (a) by amending Article 2: (i) by adding the following definitions: (a) ‘ “certificated share” means a share which is not an uncertificated share;’ (b) ‘ “anticipating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;’ (c) ‘ “uncertificated share” means a share of a class which is for the time being a participating class title to which is recorded on the register as being held in uncertificated form; “the Uncertificated Securities Regulations” means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders, regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;’ (ii) by inserting the words ‘or the Uncertificated Securities Regulations’ between the words ‘Companies Acts’ and ‘in force’ in the penultimate paragraph. (b) by deleting the heading ‘CERTIFICATES’ before Article 12 and substituting therefor the following: ‘Evidence of Title to Shares’ (c) by deleting Article 12 and substituting therefor the following: ‘Uncertificated shares 12.1 (A) Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights. At the Annual General Meeting of the Company duly convened and held on the 6th May, 1997, the following Resolution was duly passed as a Special Resolution:– Resolution (B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with: (i) the holding of shares of that class in uncertificated form; (ii) the transfer of title to shares of that class by means of a relevant system; and (iii) any provision of the Uncertificated Securities Regulations. (C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate. Certificated shares 12.2 Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to him of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out- of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge.’ (d) by deleting Article 34 and substituting therefor the following: ‘Transfer 34 Subject to such of the restrictions of these articles as may be applicable:– (i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates Unilever Articles of Association 68
Articles Unilever Articles of Association the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and (ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.’ (e) by amending Article 35 by inserting the following words: (i) ‘certificated’ between the words ‘a’ and ‘share’ in the first line; (ii) ‘concerned’ between the words ‘share’ and ‘until’ in the third line. (f) by deleting the sub-heading before Article 36 and substituting therefor the following: ‘Right to decline to register transfer of partly paid shares’ (g) by deleting Article 37 and substituting therefor the following: ‘Further rights to decline to register transfer 37 (A) The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. (B) The Directors may decline to register any transfer of a certificated share unless:– (i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer, (ii) the instrument of transfer is in respect of only one class of share, and (iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.’ (h) by amending Article 38 by inserting the following words: “or, in the case of uncertificated shares, within two months after the date on which the relevant Operator- instruction is received” between the words ‘lodged’ and ‘send’ in the second line. (i) by amending Article 39 by deleting the word ‘other’ in the first line. (j) by deleting Article 42 and substituting therefor the following: ‘Election of person entitled by transmission 42 Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall transfer title to the share to that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.’ (k) by deleting the sub-heading before Article 55 and substituting therefor the following: ‘Issue of shares on surrender of share warrants’ (l) by amending Article 56: (i) by the addition of a new sub-paragraph: ‘(i) the shares are in certificated form,’ The former sub-paragraphs (i) to (v) become subparagraphs (ii) to (vi). (ii) by inserting the following words: (a) ‘either in certificated or uncertificated form’ between the words ‘issue’ and ‘throughout’ in the first line of the former sub-paragraph (i); (b) ‘or by the transfer of funds by means of a relevant system’ between the words ‘shares’ and ‘at’ in the fourth line of the former sub-paragraph (ii). (m) by amending Article 57 by inserting the following words: (i) ‘including by means of a relevant system,’ between the words ‘payment’ and ‘for’ in the second line; (ii) ‘or account’ between the words ‘address’ and ‘of’ in the eighth line; (iii) ‘other’ between the words ‘such’ and ‘means’ in the tenth line. (n) by deleting Article 70 and substituting therefor the following: ‘Omission or non-receipt of notice 70 The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting.’ (o) by amending Article 141 by inserting the following words: ‘and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system’ between the words ‘media’ and ‘offered’ in the seventh line. (p) by amending Article 145 by the addition of a new subparagraph: ‘(g) Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) and in certificated form (in respect of the member’s elected ordinary shares which were 69 Articles in certificated form on the date of the member’s election).’ (q) by amending Article 147 by the addition of a final sentence: ‘The power to fix any such record date shall include the power to fix a time on the chosen date.’ (r) by amending Article 150: (i) by deleting the word ‘other’ where it occurs in the first and sixth lines; (ii) by inserting the following words: ‘or by means of a relevant system’ between the words ‘member’ and ‘or’ in the fourth line. (s) by amending Article 152: (i) by deleting the word ‘other’ where it occurs in the first and fifth lines; (ii) by the addition of a final sentence: ‘Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.’ (t) by amending Article 153 by deleting the word ‘other’ where it occurs in the first and sixth lines. Unilever Articles of Association 70 Articles Unilever Articles of Association At an Extraordinary General Meeting of the Company duly convened and held on the 22nd September, 1997, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:– Resolutions That each Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine. That, conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:– (a) by deleting Article 9 and substituting therefor the following: ‘9 (i) On 13 October, 1997 the authorised capital of the Company is £136,275,682, divided as follows: 10,894,054,560 Ordinary Shares of 1.25p each 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 1.25p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’ (b) by amending Article 83 by substituting ‘1.25p’ for ‘5p’ in the third line. 71 Articles That, conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange: (a) the part of the final dividend which comprises the special dividend of 66.13p for each Ordinary Share to be paid to Ordinary Shareholders shown on the register as holders of Ordinary Shares at the close of business on 7 May 1999 and as described in the circular to Ordinary Shareholders produced to the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification be and is hereby declared; (b) (i) each issued and each authorised but unissued Ordinary Share of 1.25p in the capital of the Company (‘Existing Ordinary Share’) be and is hereby sub-divided into 100 Ordinary Shares of 0.0125p each in the capital of the Company (‘Intermediate Ordinary Shares’); (ii) immediately thereafter every 112 of the issued Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a ‘New Ordinary Share’) on terms that fractional entitlements to such New Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and (iii) immediately thereafter, every 112 of the authorised but unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share; (c) the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following: At the Annual General Meeting of the Company duly convened and held on the 4 May 1999, the following Resolution was duly passed as a Special Resolution:– Resolutions ‘Capital 9 (i) On 10 May, 1999 the authorised capital of the Company is £136 275 682, divided as follows: 9 726 834 428 Ordinary Shares of 1.4p each. 100 000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100 000 Deferred Stock. (ii) The Ordinary Shares of 1.4p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of Article 135 hereof’. (d) the Company’s Articles of Association be and are hereby amended by deleting the reference to ‘11.25p’ in Article 83 and substituting therefor a reference to ‘1.4p’. Unilever Articles of Association 72
Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 9 May 2001, the following Resolution was duly passed as a Special Resolution:- Resolution That the Articles of Association of the Company be altered by making the amendments set out in Appendix 2 to the Notice of this meeting. Appendix 2: – 1 the amendment of article 2 by: (i) the addition of the following definitions: (a) “ “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications;”; (b) “ “electronic signature” means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;”; (ii) the insertion of the words “except by means of an electronic signature” after the words “executed under hand or under seal or by any other method”; (iii) the insertion of as a new sub-paragraph the words: “references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;”; (iv) the insertion of the words “including by way of electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion” after the words “in a legible and non-transitory form”; 2 the amendment of articles 69 and 72 by the addition of a final paragraph: “References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.” 3 the amendment of article 85: (i) by deleting the word “delivered” and inserting the word “received” in the seventh line; (ii) by deleting the words “delivery of instruments appointing a proxy” and inserting the words “receipt of appointments of a proxy in writing which are not electronic communications” in the eighth line; (iii) by deleting the words “an instrument of proxy” and inserting the words “such an appointment” in the ninth line; (iv) by deleting the word “delivered” and inserting the word “received” in the tenth line; 4 the deletion of article 89 and substitution therefor of the following: “Appointment of proxies An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 5 the deletion of article 90 and substitution therefor of the following: “Receipt of proxies The appointment of a proxy must: (a) in the case of an appointment which is not contained in an electronic communication, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; (b) in the case of an appointment contained in an electronic communication, where an address has been specified for the purposes of receiving electronic communications in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document, be received at such address not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any accompanying document) not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or 73 Articles (c) in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than twenty four hours (or any shorter time specified in such notice) before the time appointed for the taking of the poll, and an appointment of a proxy which is not so received in a manner so permitted shall be invalid. When 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 of 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.”; 6 the deletion of article 91 and substitution therefor of the following: “Validity of proxy No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.”; 7 the amendment of article 92: (i) by deleting the words “Instruments of” and inserting the words “The appointment of a” in the first line; (ii) by deleting the words “instrument of” and inserting the words “appointment of a” in the fourth line; (iii) by deleting the words “instrument of” and inserting the words “appointment of a” in the seventh line; 8 the amendment of article 93: (i) by deleting the words “in the United Kingdom” and inserting the words “or address” in the fifth line; (ii) by deleting the words “delivery of instruments” and inserting the words “receipt of appointments” in the sixth line.; 9 the amendment of articles 93, 104, 105, 121, 126 and 129 by inserting a final paragraph: “In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 10 the deletion of article 95 and substitution therefor of the following: “Resolution in writing A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members. In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”; 11 the amendment of article 104 by inserting the words “or received at” after the words “delivered to” in subparagraph (a)”; 12 the amendment of article 105: (i) by deleting the word “executed” and inserting the word “signed” in the fourth line in sub-paragraph A; (ii) by inserting the words “or received at” after the words “delivered to” in the fifth line in sub-paragraph A; (iii) by deleting the word “Execution” and inserting the word “Signature” in the third line in sub-paragraph C; (iv) by deleting the word “execution” and inserting the word “signature” in the fifth line in sub-paragraph C.”; 13 the amendment of article 129 by deleting the word “executed” and inserting the word “signed” in the first line and in the seventh line; 14 the amendment of article 150: (i) by inserting the word “sent” after the word “on” in the first line; (ii) by inserting the words “or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts” after the word “system” in the fifth line; (iii) by inserting the word “sending” after the word “service” in the sixth line; (iv) by inserting the words “or sending” after the words “service on” in the seventh line; 15 the amendment of article 151: (i) by deleting the words “an address” and inserting the words “a postal address” in the third line; (ii) by deleting the words “upon him at that address but, unless he does so” and inserting the words “on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom”; 16 the amendment of article 152: (i) by deleting the words “by post” in the title; (ii) by inserting the words “(other than an address for the purposes of electronic communications)” after the word “address” in the fifth line; and (iii) by inserting a final paragraph: “Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.” Unilever Articles of Association 74 Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on the 12th May 2004, the following Resolutions were duly passed as Special Resolutions:– Resolution That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof. 5 Appendix 1, Part 2:– 1 the amendment of article 2 by (i) deleting the words “but does not include an Advisory Director or Advisory Directors” from the definition of “the Directors”, and (ii) inserting the following definition in the relevant place in the alphabetical list: “Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;”; 6 2 the deletion of article 74 and substitution therefore of the following: “Entitlement to attend and speak 74 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.”; 3 the amendment of article 77 by inserting the words “Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.” after the first sentence of the article and before the sentence beginning “Subject to the Companies Acts”; 4 the deletion of article 97 and substitution therefore of the following: “Shareholding qualification 97 There shall be no requirement for any Director to hold shares in the capital of the Company.”; the deletion of article 101 and substitution therefore of the following: “Persons eligible as Directors 101 No persons shall be eligible to be elected as Directors except such persons as shall:– (A) have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and (B) have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article. Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of directors of Unilever N.V..”; the insertion of a new article 103 as follows and the consequential renumbering of all subsequent articles: “Provisions if insufficient eligible persons elected 103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re- election of all, or all but one, of the eligible persons nominated for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.”; 75 Articles 7 the insertion of a new article 108 (after the article headed “Executive Directors” which is numbered article 106 in the current articles) as follows and the consequential renumbering of all subsequent articles: “Non-Executive Directors Those Directors who do not hold an employment or executive office with the Company pursuant to article 107 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.”; 8 the deletion of article 107 and substitution therefore of the following (renumbered to take into account the other proposed changes to the articles): “Directors’ Remuneration 109 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.”; 9 the amendment of article 118 by deleting the words “Advisory Director,” in the article; 10 the insertion of a new article 130 (after the article headed “Delegation to committees” which is numbered article 127 in the current articles) as follows and the consequential renumbering of all subsequent articles; “Delegation to Executive Committee 130 (A) Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with the Company pursuant to article 107 (for the purposes of this article “executive directors”) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee. (B) The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to article 129.”; 11 the deletion of articles 132 and 133 (including the headings to these articles) and the heading “ADVISORY DIRECTORS” above these articles; 12 the amendment of article 134 by deleting the words “Article 127” and inserting the words “articles 129 and 130” in their place in this article; and 13 the renumbering of the articles and relevant crossreferences to take into account the changes set out above. Unilever Articles of Association 76
Articles Unilever Articles of Association Resolution That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting. Appendix 2, Part 2:– 1 the amendment of article 3 by deleting the word “Board” and inserting the word “Directors” in its place in the first paragraph; 2 the amendment of article 11 by (i) inserting the words “(excluding any shares of that class held as treasury shares)” after the words “three- fourths of the issued shares of that class” and after the words “one-third of the capital paid up on the issued shares of the class” in paragraph (A) of that article, and (ii) inserting the words “(but excluding any shares held as treasury shares)” after the words “one-half in nominal value of the entire issued share capital for the time being of the Company” in paragraph (C) of that article; 3 the amendment of article 44 by inserting the words “(excluding any shares held as treasury shares)” after the words “may convert any paid-up shares” in the first sentence of that article; 4 the amendment of articles 56 and 145 by deleting the words “The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited” and inserting the words “the London Stock Exchange plc” in their place in the first paragraph of article 56 and paragraph (b) of article 145; 5 the amendment of article 56 by (i) inserting the word “and” at the end of paragraph (iv), (ii) deleting “, and” at the end of paragraph (v) and inserting a full stop in its place, and (iii) deleting paragraph (vi); 6 the amendment of article 72 by inserting the words “and entitled to vote” after the words “in person or by proxy” in both places where they appear in the article; 7 the amendment of article 75 by inserting the words “entitled to vote” after the words “it appears to him that (a) the members” in paragraph (A) of that article; 8 the amendment of article 110 by inserting the words “(calculated exclusive of any shares of that class of that company held as treasury shares)” after the words “equity share capital of that company” in the first sentence of paragraph (G) of that article; 9 the amendment of article 144 by (i) inserting “: (i)” after the words “but so that, for the purposes of this article” in the article, and (ii) deleting the full stop at the end of the article and inserting in its place the words “, and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.” at the end of the article; 10 the amendment of article 145 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “offer the holders of Ordinary Shares” in the first paragraph of that article; 11 the amendment of article 156 by inserting the words “(excluding any member holding shares as treasury shares)” after the words “the assets available for distribution amongst the members” in the article; 12 the amendment of article 158 by (i) removing the words “or auditor” in the first sentence and the words “, and if the Directors so determine an auditor may be indemnified,” and “, or as auditor,” in the second sentence of the article, and (ii) inserting a new sentence at the end of the article as follows: “For the purpose of this article the terms “Director” or “officer” shall include any former Director or officer of the Company.”; and 13 to the extent necessary, the renumbering of the articles and relevant cross-references to take into account the changes set out above. 77 Articles 1 THAT the Articles of Association be altered by making the following amendments provided that this resolution will only become effective if resolution 5 as set out in the Notice of Annual General Meeting of Unilever N.V. dated 24 March 2005 was approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. held on Tuesday 10 May 2005 in Rotterdam, the Netherlands, or at any adjournment thereof: (a) the words “any employment or” which follow the words “its body to hold” in article 107 be deleted; (b) the words “Managing Director” in article 107 be replaced by the words “Group Chief Executive”; (c) the words “an employment or” which follow the words “do not hold” in article 108 be deleted; (d) the words “, where appropriate,” be inserted following the word “recognising” and before the words “that it is not” in article 108; and (e) article 130 be deleted and the following substituted therefor: “Delegation to Group Chief Executive 130 The Board may entrust to and confer upon the Group Chief Executive any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board.” At the Annual General Meeting of the Company duly convened and held on the 11th May 2005, the following Resolutions were duly passed as Special Resolutions:– Resolution 2 THAT article 159 be deleted and the following substituted therefor: “Indemnification of Directors Subject to the provisions of the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. For the purpose of this article the term “Director” shall include any former Director of the Company.” Unilever Articles of Association 78 Articles Unilever Articles of Association 1 At the Annual General Meeting of the company duly convened and held on 9 May 2006, the following resolutions were duly passed as Special Resolutions:– Resolution THAT, conditional upon the admission of the issued new Ordinary shares (as defined below) to the Official List of the UK Listing Authority becoming effective, upon listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, upon the resolutions in relation to a share capital sub-division by Unilever N.V. as described in the Notice of Meeting dated 29 March 2006 convening the Annual General Meeting of Unilever N.V. being passed, upon the new Unilever N.V. Ordinary shares arising as a result of the sub-division referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and upon the new Unilever N.V. depositary receipts arising as a result of such sub- division being admitted to listing on the Amsterdam Stock Exchange: (a) all the Ordinary shares of 1.4 pence each in the capital of the Company which at 6.00 pm on 19 May 2006 (or such other time and date as the Directors of the Company may determine) which are shown in the books of the Company as authorised, whether issued or unissued, shall be sub-divided into new Ordinary shares of 7⁄45 pence each in the capital of the Company (the “Intermediate Ordinary Shares”); (b) immediately thereafter, all Intermediate Ordinary Shares that are unissued shall be consolidated into new Ordinary shares of 31⁄9 pence each in the capital of the Company (the “Unissued New Ordinary Shares”) provided that, where such consolidation would otherwise result in a fraction of an Unissued New Ordinary Share, that number of Intermediate Ordinary Shares which would otherwise constitute such fraction shall be cancelled pursuant to section 121(2)(e) of the Companies Act 1985; (c) immediately thereafter, all Intermediate Ordinary Shares that are in issue shall be consolidated into new Ordinary shares of 31⁄9 pence each in the capital of the Company (the “New Ordinary Shares”), provided that, where such consolidation results in any shareholder being entitled to a fraction of New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Share to which other shareholders of the Company may be entitled and the Directors of the Company be and are hereby authorised in accordance with the Company’s Articles of Association to sell (or appoint any other person to sell), on behalf of the relevant shareholders, all the New Ordinary Shares representing such aggregated fractions at the best price reasonably obtainable to any person and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things as the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares; (d) the Company’s Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following: “(i) On the 9th May 2006 the authorised capital of the Company is £136,275,682, divided as follows: 4,377,075, 492 Ordinary Shares of 31⁄9 pence each and 100,000 Deferred Shares of £1 each, all of which Deferred Shares have been issued and are now represented by £100,000 Deferred Stock. (ii) The Ordinary Shares of 31⁄9 pence each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 136 hereof.”, and (e) the Directors be authorised to agree to modify the Agreement dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951 and 21 December 1981) with Unilever N.V. of the Netherlands known as the Equalisation Agreement by replacing all references therein to Fl.12 with references to EUR 0.16 and by replacing all references therein to £1 with references to 31⁄9 pence and to make certain other minor modifications as reflected in the form of Equalisation Agreement Amendment Agreement produced to the meeting and for the purposes of identification signed by the Chairman thereof (subject to any non-material changes as may be approved by the Director(s) executing the Equalisation Agreement Amendment Agreement). 79 Articles 2 THAT the Company’s Articles of Association be and are hereby amended by: (a) deleting article 11(C) and substituting therefor the following: “Any alteration of the rights set out in article 101 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected (without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two- thirds of such members as being entitled to vote at such meeting vote thereat in person or by proxy, such majority comprising the holders of not less than one- half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the number of votes to which each member is entitled by virtue of these articles.” (b) deleting article 99 and substituting therefor the following: “Retirement of Directors 99 At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general meeting of Unilever N.V. (whichever is the later).” (c) deleting article 101 and substituting therefor the following: “Persons eligible as Directors 101 No person shall be eligible to be elected as a Director unless: (A) he is recommended by the Board; or (B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts. Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective: (i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or at any adjournment thereof; or, as the case may be (ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any adjournment thereof (and, if such a resolution is not passed, such appointment shall no longer be capable of becoming effective). The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.” (d) deleting article 102 and substituting therefor the following: “Provisions if no eligible persons available 102 If at the annual general meeting in any year no persons shall be eligible to be elected as Directors in accordance with article 101 or if the number of persons so eligible is less than the minimum number for the time being in force under article 96 then the retiring Directors (other than those eligible for re- election under article 101) or so many of them as shall be willing to offer themselves for reelection shall be deemed to be eligible for election under article 101 as Directors or Director for the succeeding year.” (e) deleting article 103 and substituting therefor the following: “Provisions if insufficient eligible persons elected 103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re- election of all, or all but the minimum number for the time being in force under article 96, of the persons eligible for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purposes of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose. (B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.” 3 That article 109 of the Company’s Articles of Association be and is hereby amended by deleting the amount of £600,000 and inserting the amount of £1,500,000 in its place. Unilever Articles of Association 80
Articles Unilever Articles of Association 1 At the Annual General Meeting of the company duly convened and held on 16th May 2007, the following Resolutions were duly passed as Special Resolutions:– Resolution THAT the Company’s Articles of Association be and are hereby amended by: (a) deleting the definition of “address” below the definition of “electronic signature” in Article 2; (b) adding the following sentence to the end of Article 90(c) after the words, “in respect of that share.” – “The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications but, because of a technical problem, it cannot be read by the recipient.”; (c) adding the following sentences to the end of Article 151 after the words, “sending or delivering to all the joint holders.” – “If on three consecutive occasions a notice to a member has been returned undelivered, 2 such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communications. For these purposes, a notice sent by post shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communications shall be treated as returned undelivered if the Company (or its agent) receives notification that the notice was not delivered to the address to which is was sent.”; (d) adding the following sentence to Article 154 after the end of the first sentence which ends with the words, “his registered address.” – “A person who is entitled by transmission to a share, upon supplying the Company with an address for the purposes of the electronic communication for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been entitled if he were the holder of that share.” The wording of the article will then continue with, “Except where there is a person entitled by transmission to a share”; (e) deleting Article 155(A) and substituting therefor the following: “155(A) if at any time by reason of the suspension or curtailment of postal services or of the relevant electronic communication system within the United Kingdom the Company is unable effectively to convene a general meeting by notice sent through the post or by electronic communications, a general meeting may be convened by notice advertised in at least two daily newspapers with a national circulation in the United Kingdom and in that event the notice shall be deemed to have been served on all members and persons entitled by transmission who are entitled to have notice of the meeting served upon them on the day when the advertisement appears. If at least six clear days prior to the meeting the posting of notices or sending by electronic communications to addresses through the United Kingdom has again become practicable, the Company shall send confirmatory copies of the notice by post or by electronic communications to the persons entitled to receive them.”; (f) deleting the words “On the 9th May 2006 the authorised capital of the Company is £136 275 682” in Article 9 of the Company’s Articles of Association and replacing them with – “On the 22nd May 2006 the authorised capital of the Company was £136 275 682”; and (g) deleting the amount of “1.4p” in Article 83 and inserting “31⁄9 p” in its place. THAT Article 109 of the Company’s Articles of Association be and is hereby amended by deleting “1 500 000” and inserting “£2 000 000” in its place. 81 Articles 1 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. At the Annual General Meeting of the company duly convened and held on 14th May 2008, the following Resolution was duly passed as a Special Resolution:– Resolution 1 THAT (a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Company’s Articles of Association; and (b) 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. At the Annual General Meeting of the company duly convened and held on 12th May 2010, the following Resolution was duly passed as a Special Resolution:– Resolution Unilever Articles of Association 82 Articles Unilever Articles of Association At the Annual General Meeting of the company duly convened and held on 11th May 2011, the following Resolution was duly passed as a Special Resolution:- Resolution 1 THAT Article 111 of the Company’s Articles of Association be replaced by the following: Power to borrow money and give security 111 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Relevant Proportion of the Adjusted Capital and Reserves of the Unilever Group. (B) For the purposes of this article (i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:- (a) borrowings by the Company from any subsidiary, (b) borrowings by any subsidiary from another subsidiary or from the Company, (c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees, (d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to (e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and (f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries. (ii) Adjusted Capital and Reserves” means the aggregate for the Unilever Group of:- (a) the amount paid up or credited as paid up on the issued share capital of the Company and Unilever N.V., (b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained earnings, and (c) the amounts standing as attributed to outside interest all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company and/or Unilever N.V. since the date of such audited accounts. (iii) “Unilever Group” means the Company, Unilever N.V. and their subsidiaries and subsidiary undertakings. (iv) “Relevant Proportion” means the aggregate dividends to be paid on the Ordinary share capital of the Company from time to time divided by the aggregate dividends to be paid on the Ordinary share capitals of both the Company and Unilever N.V. from time to time, in each case, in accordance with the Equalisation Agreement referred to in Article 3. (C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves and the Relevant Proportion shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen. No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded. 83 Articles 1. 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. At the Annual General Meeting of the Company duly convened and held on 9th May 2012, the following Resolution was duly passed as a Special Resolution:- Resolution Unilever Articles of Association 84
Articles Unilever Articles of Association At the Annual General Meeting of the Company duly convened and held on 5th May 2021, the following Resolution was duly passed as a Special Resolution:- Resolution 25. THAT, with effect from the conclusion of this Annual General Meeting, the draft articles of association of the Company in the form produced to the meeting and signed by the chair 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 Company’s existing articles of association. 85 For further information about Unilever please visit our website: www.unilever.com UNILEVER PLC Head Office 100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252 Registered Office Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom Registered in England and Wales Company Number: 41424
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a21supplementaltrustdeed.htm
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a21supplementaltrustdeed
EXECUTION VERSION Twenty-Fifth Supplemental Trust Deed relating to a U.S.$25,000,000,000 Debt Issuance Programme Dated 16 May 2023 UNILEVER FINANCE NETHERLANDS B.V. and UNILEVER CAPITAL CORPORATION and UNILEVER PLC and UNILEVER UNITED STATES, INC. and THE LAW DEBENTURE TRUST CORPORATION P.L.C. Ref: L-334572 1 This Twenty-Fifth Supplemental Trust Deed is made 16 May 2023 between: (1) UNILEVER FINANCE NETHERLANDS B.V. (“UFN”), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION (“UCC”), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC (“PLC”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. (“UNUS”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents). Whereas: (A) This Deed is supplemental to the Trust Deed dated 22 July 1994 made between PLC, UNUS, the Trustee, Unilever N.V. and Unilever Japan Holdings K.K. (the “Principal Trust Deed”) as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Trust Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021 and the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022. (B) The parties of the first part hereto desire to modify certain provisions of the Principal Trust Deed, as amended. Now this Twenty-Fifth Supplemental Trust Deed witnesses and it is agreed and declared as follows: 1 Definitions All expressions defined in the Principal Trust Deed shall, unless there is anything in the subject or context inconsistent therewith, have the same meanings in this Twenty-Fifth Supplemental Trust Deed. 2 2 The Trust Deed (A) The Principal Trust Deed is hereby amended and restated as of the effective date hereof and as set out in Clause 3 below and shall henceforth be read and construed as one document in the form set out in the Schedule to this Twenty-Fifth Supplemental Trust Deed. (B) Save to the extent specifically referred to in this Twenty-Fifth Supplemental Trust Deed, nothing contained in this Twenty-Fifth Supplemental Trust Deed shall be construed as a waiver, variation, modification or amendment of the provisions of the Principal Trust Deed and the Principal Trust Deed, all issued Notes and all issued Coupons shall continue in full force and effect. For the avoidance of doubt, this Twenty-Fifth Supplemental Trust Deed only governs Notes issued after the date hereof. 3 Effectiveness The amendments to the Principal Trust Deed effected by this Twenty-Fifth Supplemental Trust Deed shall take effect on the date of execution by the last party to this Twenty-Fifth Supplemental Trust Deed. 4 Notices Pursuant to Clause 17(A) of the Principal Trust Deed, the Trustee hereby agrees that notice of the execution of this Twenty-Fifth Supplemental Trust Deed need not be given to the Noteholders in accordance with Condition 14 of the Notes. 5 Counterparts This Twenty-Fifth Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Twenty-Fifth Supplemental Trust Deed by signing any such counterpart. 6 Rights of Third Parties The parties to this Twenty-Fifth Supplemental Trust Deed do not intend that any term of this Twenty-Fifth Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Twenty-Fifth Supplemental Trust Deed. 7 Governing Law This Twenty-Fifth Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and the provisions relating to jurisdiction contained in Clause 34 of the Principal Trust Deed shall apply, mutatis mutandis, hereto. (Signature page to the Trust Deed) EXECUTED as a DEED by UNILEVER FINANCE NETHERLANDS B.V. (having its corporate seat in Rotterdam, the Netherlands) acting by: in the capacity as Duly Authorised Attorney under its authority acting by: Sebastiaan-de Buck
(Signature page to the Trust Deed) EXECUTED as a DEED by the said UNILEVER CAPITAL CORPORATION acting by under its authority: Natalia Cavaliere (Signature page to the Trust Deed) In witness whereof this Twenty-Fifth Supplemental Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. EXECUTED as a DEED by UNILEVER PLC acting by: in the presence of: Witness’s signature Name Address Occupation Rebecca Rigby Emily Craske 100 Victoria Embankment, London EC4Y 0DY Solicitor (Signature page to the Trust Deed) EXECUTED as a DEED by the said UNILEVER UNITED STATES, INC. acting by under its authority: Natalia Cavaliere (Signature page to the Trust Deed) EXECUTED as a DEED by THE LAW DEBENTURE TRUST CORPORATION p.l.c. in the presence of: Director: Secretary, representing Law Debenture Corporate Services Ltd:
i SCHEDULE Dated 22 July 1994 as amended and restated on 16 May 2023 UNILEVER FINANCE NETHERLANDS B.V. and UNILEVER CAPITAL CORPORATION and UNILEVER PLC and UNILEVER UNITED STATES, INC. and THE LAW DEBENTURE TRUST CORPORATION P.L.C. TWENTY-FIFTH SUPPLEMENTAL TRUST DEED relating to a U.S.$25,000,000,000 Debt Issuance Programme (as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty- First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty- Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022) and the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023) Ref: L-334572 Linklaters LLP ii Table of Contents Contents Page 1 Definitions ................................................................................................................................ 1 2 Amount of the Notes ............................................................................................................... 9 3 Covenant to repay and to pay interest .................................................................................. 10 4 Issue and constitution of Notes ............................................................................................. 12 5 Forms and issue of the Notes ............................................................................................... 13 6 Stamp Duties ......................................................................................................................... 14 7 Covenant to observe provisions of the Trust Deed and Schedules ...................................... 15 8 Guarantee ............................................................................................................................. 16 9 Application of moneys received by the Trustee .................................................................... 18 10 Power to retain and invest less than 10 per cent. ................................................................. 18 11 Authorised investments ......................................................................................................... 19 12 Indemnification of the Trustee upon enforcement ................................................................. 19 13 Payment to Noteholders and Couponholders ....................................................................... 20 14 Production of Notes and Coupons ........................................................................................ 20 15 Covenants by the Issuers and the Guarantors ..................................................................... 20 16 Remuneration of the Trustee ................................................................................................. 23 17 Modifications and Substitution .............................................................................................. 25 18 Redemption, Purchase and Cancellation .............................................................................. 29 19 Noteholders to be treated as holding all Coupons ................................................................ 30 20 No notice to Couponholders .................................................................................................. 31 21 Trustee may enter into other transactions with PLC or any of its group companies............. 31 22 Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee .................................................................................................................................. 31 23 Disapplication ........................................................................................................................ 34 24 Trustee entitled to assume due performance........................................................................ 34 25 Waiver ................................................................................................................................... 34 26 Power to delegate ................................................................................................................. 35 iii 27 Competence of a majority of Trustees .................................................................................. 35 28 Appointment of New Trustees ............................................................................................... 35 29 Retirement of Trustees .......................................................................................................... 36 30 Powers of the Trustee are additional .................................................................................... 37 31 Currency Indemnity ............................................................................................................... 37 32 Notices .................................................................................................................................. 37 33 Contracts (Rights of Third Parties) Act 1999 ......................................................................... 39 34 Governing Law ...................................................................................................................... 39 The First Schedule Form of Temporary Global Note ....................................................................... 40 The Second Schedule Form of Permanent Global Note ................................................................. 52 The Third Schedule Form of Definitive Note ................................................................................... 60 The Fourth Schedule Form of Global Certificate ............................................................................. 70 The Fifth Schedule Form of Individual Certificate ........................................................................... 76 The Sixth Schedule Terms and Conditions of the Notes ................................................................. 80 The Seventh Schedule Form of Supplemental Deed increasing Programme Limit ...................... 127 The Eighth Schedule Form of Supplemental Deed joining a New Issuer ..................................... 128 The Ninth Schedule Form of Supplemental Deed releasing an Issuer ......................................... 132 The Tenth Schedule Provisions for Meetings of Holders of Notes ................................................ 134 1 This Trust Deed is made on the 22nd day of July 1994 and amended and restated on 16 May 2023 between: (1) UNILEVER FINANCE NETHERLANDS B.V. (“UFN”), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION (“UCC”), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC (“PLC”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. (“UNUS”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (hereinafter called the “Trustee”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents). Whereas: (A) UFN, UCC, PLC and UNUS have authorised the establishment of a programme for the issuance of debt instruments (the “Programme”) to be constituted in the manner hereinafter appearing. (B) UFN, UCC, PLC and UNUS have duly authorised the issue of a maximum aggregate principal amount of U.S.$25,000,000,000 (or its equivalent in other currencies) (or such greater amount as shall be established pursuant to Clause 2(B) hereof) of notes outstanding under the Programme (the “Programme Limit”). (C) Each issue will be represented by notes issued in either registered or bearer form. (D) Pursuant to powers contained in their constitutional documents, UFN, UCC, PLC and UNUS have duly authorised the execution of these presents as the principal instrument subject to which Notes (as defined below) may from time to time be issued by any of the Issuers (as defined below) and constituted. (E) Each of the Guarantors (as defined below) has agreed to guarantee in the manner hereinafter appearing such obligations of the Issuers as are hereinafter specified and in respect of whose obligations under these presents and under the Notes the relevant Guarantor has given its guarantee hereunder. (F) The Law Debenture Trust Corporation p.l.c. has agreed to act as trustee of these presents for the Noteholders and the Couponholders upon the terms and subject to the conditions hereinafter contained. Now this deed witnesseth and it is hereby declared as follows: 1 Definitions (A) In these presents (including the recitals), unless there is something in the subject or context inconsistent therewith, the expressions following shall have the meanings hereinafter mentioned (that is to say):
2 “Bearer Note” means a Note that is in bearer form, and includes any replacement Bearer Note issued pursuant to the Conditions and any Temporary Global Note or Permanent Global Note; “Calculation Agency Agreement” means any agreement made between the relevant Issuer, the relevant Guarantor(s), the Trustee and the Calculation Agent in the form, or substantially in the form of the Calculation Agency Agreement set out in the first schedule to the Paying Agency Agreement; “Calculation Agent” means the institution appointed as such by the relevant Issuer and relevant Guarantor(s) with the prior approval of the Trustee for any Series of Notes issued by such Issuer and specified in the applicable Final Terms; “Certificate” means a registered certificate representing one or more Registered Notes of the same Series and, save as provided in the Conditions, comprising the entire holding by a Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates, being substantially in the form set out in the Fifth Schedule; “CGN” means a Bearer Note in global form which is not a New Global Note, as so specified in the Final Terms relating to the applicable Tranche; “Clearstream, Luxembourg” means Clearstream Banking S.A.; “Common Safekeeper” means, in relation to a Series where the relevant Global Note is an NGN or the relevant Global Certificate is held under the NSS, an ICSD or such person as may be nominated by the ICSDs to act as common safekeeper; “Conditions” means: (i) in relation to any Tranche of Notes issued on or after 16 May 2023, the terms and conditions in the form or substantially in the form set out in the Schedule to the Twenty-Fifth Supplemental Trust Deed; and (ii) in relation to any Tranche of Notes issued prior to 16 May 2023, the terms and conditions in the form or substantially the form set out in the schedule to the relevant supplemental trust deed applicable as at the issue date of such tranche, in each case, as the same may have been or may be supplemented or modified, with respect to any Notes represented by a Global Certificate or a Global Note, by the provisions of such Global Certificate or Global Note, as described in the Final Terms relating to such Tranche, and as the same may, from time to time, be altered in accordance with the provisions of these presents, and any reference in these presents to a particular numbered Condition shall be construed in relation to such Tranche as a reference to the provision (if any) in the Conditions thereof which corresponds to the particular numbered Condition in the Conditions applicable to such Tranche; “Couponholders” means the several persons who are for the time being Holders of Coupons; “Coupons” means the bearer interest coupons (if any) appertaining to Bearer Notes or, as the context may require, a specific number thereof and includes any replacement Coupon or Coupons issued pursuant to Condition 13 and, unless the 3 context otherwise requires, includes the Talons, such Coupons being, if appertaining to a Fixed Rate Note, substantially in the form set out in Part B of the Third Schedule or, if appertaining to a Floating Rate Note, substantially in the form set out in Part C of the Third Schedule; “Dealer” means any person or institution appointed as such pursuant to the Dealer Agreement; “Dealer Agreement” means the dealer agreement dated 22 July 1994 between, inter alia, the Issuers, the Guarantors and the Dealers, the terms of which (as novated, amended, amended and restated, varied or supplemented from time to time) are incorporated into any sale and purchase agreement relating to Notes reached between the relevant Issuer, the relevant Guarantor(s) and any Dealer(s); “Definitive Note” means a definitive Bearer Note issued or, as the case may require, to be issued by the relevant Issuer in exchange for a Temporary Global Note or a Permanent Global Note or part thereof, such Definitive Note being substantially in the form set out in Part A of the Third Schedule hereto with such modifications as may be agreed between the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s) and having (where so specified in the applicable Final Terms) Coupons attached thereto on issue; “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended; “Euroclear” means Euroclear Bank SA/NV; “Eurosystem” means the central banking system for the Euro; “Eurosystem-eligible Note” means a Note which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the Final Terms relating to the applicable Tranche; “Event of Default” means any of the events listed in Condition 10 upon the happening of which any Series of the Notes would (subject only to notice by the Trustee as provided in that Condition) become immediately due and repayable; “Extraordinary Resolution” has the meaning set out in paragraph 21 of the Tenth Schedule; “Final Terms” means, in relation to a Tranche, a Final Terms or Pricing Supplement duly executed by the relevant Issuer, referring to this Trust Deed and specifying the relevant provisions of such Tranche (including any changes to the Conditions); “Fixed Rate Notes” means Notes on which interest is calculated at a fixed rate payable in arrear on such dates as are specified in the applicable Final Terms; “Floating Rate Notes” means Notes on which interest is calculated at a floating rate payable at intervals of such period of months as are specified in the applicable Final Terms; “Global Certificate” means a Certificate substantially in the form set out in the Fourth Schedule representing Registered Notes of one or more Tranches of the same Series; 4 “Global Note” means a Temporary Global Note and/or, as the context may require, a Permanent Global Note, a CGN and/or an NGN, as the context may require; “Group Company” has the meaning set out in the Conditions; “Guarantee” means the guarantees contained in these presents pursuant to which the Notes issued by (i) UFN are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) UCC are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, and (iii) PLC are guaranteed unconditionally and irrevocably by UNUS; “Guarantors” means PLC and UNUS and any company which, pursuant to Clause 17, has become a Guarantor but excluding any such company which has ceased to be a Guarantor, and “Guarantor” means any of them; “ICSD Direct Agreement” means an agreement between the ICSDs and an Issuer in respect of New Global Notes or a Global Certificate which is held under the NSS that such Issuer may request be made eligible for settlement with the ICSDs; “ICSDs” means Euroclear and Clearsteam, Luxembourg; "Individual Certificate" means, in relation to any Series, an individual registered note certificate representing a Noteholder's entire initial holding of Registered Notes of such Series in the form or substantially in the form set out in the Fifth Schedule; “Interest Basis” means the basis on which the relevant Notes will bear interest (which may be a fixed or floating rate or on a zero coupon basis); “Issue Date” means, in respect of any Note, the date of issue and purchase thereof pursuant to, and in accordance with, the Paying Agency Agreement, being, in the case of any Note in the form of a Permanent Global Note or a Definitive Note, the same date as the date of issue of the Temporary Global Note which initially represented such Note; “Issuers” means, at any time, the Original Issuers and any other company which, pursuant to Clause 17, has become an Issuer but excluding any such company which has ceased to be an Issuer, and “Issuer” means any of them; “Maturity Date” means, in respect of any Note, the date (if any) on which it is due to be redeemed in accordance with the provisions of Condition 7; “month” means calendar month; “NGN” or “New Global Note” means a Bearer Note in global form which is a new global note, as so specified in the applicable Final Terms; “NSS” means the new safekeeping structure which applies to Registered Notes held in global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg and which is required for such Registered Notes to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations; “Non-eligible Note” means a NGN or a Global Certificate held under the NSS which is not intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms; “Note” means a note in either registered or bearer form (provided that the minimum maturity and/or the maximum maturity (as the case may be) shall comply with all 5 applicable legal and regulatory requirements of the jurisdiction of the currency in which the relevant Notes are denominated), the actual maturity (if any) being specified in the applicable Final Terms, issued or to be issued by any of the Issuers pursuant to the Dealer Agreement and shall be in, or substantially in, the relevant form set out in the relevant Schedule, which shall, in the case of Bearer Notes, initially be represented by, and comprised in, a Temporary Global Note and in the case of Registered Notes, initially be represented by a Global Certificate. Any Temporary Global Note may (in accordance with the terms of such Temporary Global Note) be exchanged for Definitive Notes (if so specified in the applicable Final Terms) and otherwise for a Permanent Global Note which, in turn, may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Notes. Any Global Certificate may (in accordance with the terms of such Global Certificate) be exchanged for Individual Certificates; “Noteholders” means the several persons who are for the time being Holders of outstanding Notes save that, in respect of the Notes of any Series, so long as such Notes or any part thereof are represented by a Global Note or Global Certificate, each person who is for the time being shown in the records of an ICSD or any other relevant clearing system (other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be an accountholder of Euroclear or such other relevant clearing system, and Euroclear, if Euroclear shall be an accountholder of Clearstream, Luxembourg or such other relevant clearing system) as the Holder of a particular nominal amount of the Notes of such Series (in which regard any certificate or other document or such other evidence and/or information and/or certification issued by an ICSD or such other relevant clearing system or any form of record made by any of them as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest or proven error) shall, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to, or in favour of, the Noteholders but not for any other purpose, be deemed to be and shall be treated as the Holder of such nominal amount of such Notes; and the expressions “Noteholder”, “Holder of Notes” and related expressions shall be construed accordingly; “Notes in global form” means Notes represented by a Temporary Global Note, a Permanent Global Note or a Global Certificate; “Original Issuers” means UFN, UCC and PLC and “Original Issuer” means any of them; “outstanding” means, in relation to the Notes, all the Notes other than: (i) those which have been redeemed in accordance with these presents or the Conditions; (ii) those in respect of which the date for redemption in accordance with the provisions of these presents or the Conditions has occurred and the redemption moneys wherefore (including premium (if any) and all interest in respect thereof) have been duly paid to the Trustee in the manner provided in these presents, or to the Principal Paying Agent in the manner provided in the Paying Agency Agreement (and, where appropriate, notice to that effect
6 has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of those Notes, Certificates and/or Coupons (as the case may be); (iii) those which have become void under Condition 12; (iv) those which have been purchased by any of the Issuers, the Guarantors or any Group Company as provided in Condition 7 and not resold; (v) those mutilated or defaced Bearer Notes which have been surrendered and cancelled and in respect of which replacement Bearer Notes have been issued pursuant to Condition 13; (vi) (for the purpose only of ascertaining the amount of the Notes outstanding and without prejudice to the status for any other purpose of the Notes) those Bearer Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 13; (vii) any Temporary Global Note to the extent that it has been exchanged for the relative Permanent Global Note or, as the case may be, the relative Definitive Notes pursuant to its provisions; (viii) any Permanent Global Note to the extent that it has been exchanged for the relative Definitive Notes pursuant to its provisions and (ix) any Global Certificate to the extent that it has been exchanged for the relevant Individual Certificates pursuant to its provisions. For the purposes of this definition, in the case of each NGN and each Global Certificate to be held under the NSS, the Trustee shall rely on the records of the ICSDs in relation to any determination of the principal amount outstanding on such NGN or Global Certificate; “Paying Agency Agreement” means the paying agency agreement dated 22 July 1994 made between the Issuers, the Guarantors and the various agents named therein and the Trustee (as amended, restated or supplemented from time to time) and includes any other agreement the terms of which have been previously approved by the Trustee in writing appointing further or other Paying Agents or appointing any other Principal Paying Agent or amending the terms of any such appointment; “Paying Agents” means the several institutions (including, where the context permits or requires, the Principal Paying Agent) at their respective specified offices named as such in the Third Schedule or at such other offices as are notified to the Noteholders in accordance with the Paying Agency Agreement or such other or further specified paying agents for all or any Series of Notes or Coupons as may from time to time be appointed in respect thereof by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment is given to the Noteholders of such Series in accordance with Condition 14; “Permanent Global Note” means a Global Note substantially in the form set out in the Second Schedule with such modifications (if any) as may be agreed between the 7 relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer Notes of a single Tranche issued or, as the case may require, to be issued by the relevant Issuer pursuant to the Dealer Agreement or any other agreement and these presents in exchange for the whole or part of the Temporary Global Note issued in respect of the Bearer Notes of such Tranche; “Principal Paying Agent” means Deutsche Bank AG, London Branch at its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom or such other principal paying agent for Notes, Certificates and Coupons of all or any Series as may from time to time be appointed by the relevant Issuer and the relevant Guarantor(s) with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment has been given to the Noteholders of such Series in accordance with Condition 14; “Procedures” means the written administrative procedures and guidelines relating to the terms of Notes which may be issued and the settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Guarantors, the Dealers, the Principal Paying Agent and the Trustee; “Register” means the register maintained by the Registrar; “Registered Note” means a Note in registered form; “Registrar” means the person named as such in the Conditions or any successor Registrar in each case at its specified office; “Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been made available to the Trustee or the Principal Paying Agent, as the case may be, on or prior to such due date, it means the first date on which, the full amount of such moneys having been so made available, notice to that effect shall have been duly given to the Holders of Notes of the relevant Series in accordance with Condition 14; “Relevant Guarantor(s)” means, in respect of an issue of Notes (i) by UFN, PLC and UNUS, (ii) by UCC, PLC and UNUS and (iii) by PLC, UNUS; “repay” shall include “redeem” and vice versa and “repaid”, “repayable” and “repayment” and “redeemed”, “redeemable” and “redemption” shall be construed accordingly; “Requisite Currency” means, in relation to any Notes, the currency in which such Notes are denominated; “Securities Act” means the United States Securities Act of 1933, as amended; “Series” means all Notes which are denominated in the same currency and which have the same Maturity Date and Interest Basis (both as indicated in the applicable Final Terms) and interest payment dates (if any) and the terms of which (save for the Issue Date, denomination, issue price and first interest payment (all as indicated in the applicable Final Terms)) are otherwise identical (including listing) and the expressions “Notes of the relevant Series”, “Holders of Notes of the relevant Series” and kindred expressions shall be construed accordingly; 8 “Sterling” means the lawful currency for the time being of the United Kingdom; “stock exchange” means the stock exchange or stock exchanges upon which the Notes of any Series are for the time being or are to be listed; “successor in business” means, in relation to any Issuer or any Guarantor, any company which, as the result of any amalgamation, merger, reconstruction or transfer, either: (i) owns beneficially the major part of the undertaking, property and assets owned by such Issuer or Guarantor immediately prior thereto; or (ii) carries on, as successor to such Issuer or Guarantor, the major part of the business carried on by such Issuer or Guarantor immediately prior thereto; “Talon” means a bearer talon for further Coupons in the form set out in Part D of the Third Schedule and includes any replacement talon issued pursuant to Condition 13; “Temporary Global Note” means a Global Note substantially in the form set out in the First Schedule with such modifications (if any) as may be agreed between the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Bearer Notes of a single Tranche, issued by any of the Issuers pursuant to the Dealer Agreement or any other agreement and these presents; “Tranche” means all Notes of the same Series with the same Issue Date; “Transfer Agents” means the persons (including the Registrar) referred to as such in the Conditions or any successor Transfer Agents in each case at their specified offices; “these presents” means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions herein contained) and includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto; “trust corporation” means a corporation entitled by rules made under the Public Trustee Act 1906 to act as a custodian trustee; “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; “U.S. Person” means (i) any person who is a citizen or resident of the United States; (ii) a domestic partnership; (iii) a domestic corporation or other entity taxable as a corporation; (iv) any estate the income of which is subject to United States federal income taxation regardless of its source; or (v) a trust if it (x) is subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of its substantial decisions or (y) has made a valid election under applicable Treasury Regulations to be treated as a domestic trust provided that the term “U.S. Person” shall not include foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165- 12(c)(1)(iv)) purchasing for their own account or for resale; 9 Words denoting the masculine gender only shall include the feminine gender also; and Words denoting persons only shall include companies, corporations, partnerships and all other legal entities. (B) In these presents references to: (i) any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment; (ii) principal and/or interest in respect of the Notes shall be deemed also to include references to any additional amounts which may be payable under Condition 9 or under any obligation undertaken pursuant to Clause 6; (iii) costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof; and (iv) “principal” in the context of the payment of principal on a Note shall be deemed to include a reference to the redemption amount (if any) payable on such Note. (C) References in this Trust Deed to Schedules, Clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed respectively. (D) Unless the context otherwise requires, words and expressions contained in these presents shall bear the same meanings as in the Companies Acts 1985, 1989 and 2006. (E) The headings are inserted herein only for convenience and shall not affect the construction hereof. 2 Amount of the Notes (A) The Notes will be issued in Series in an aggregate principal amount from time to time outstanding which shall not exceed U.S.$25,000,000,000 or such greater amount as shall be established pursuant to sub-clause (B) of this Clause, and for this purpose: (i) each Note denominated in a currency other than U.S. dollars shall be converted into U.S. dollars using the spot rate of exchange for the purchase of the relevant currency against payment of U.S. dollars being quoted by the Principal Paying Agent on the date on which the agreement for the issuance of such Notes was made; (ii) the principal amount of each Note with a zero coupon and other Notes issued at a discount shall be the net proceeds receivable by the relevant Issuer for the particular Tranche pursuant to the Dealer Agreement; and (iii) the currency in which any Notes are payable, if different from the currency of their denomination, shall be disregarded,
10 and otherwise, subject to these presents, subject to such provisions and on such terms and conditions and at such time or times as the relevant Issuer and the relevant Guarantor(s) shall determine and the Trustee shall not be responsible for such conversion or the receipt or application of the proceeds of issue by the relevant Issuer. (B) The amount specified in sub-clause (A) of this Clause may be increased from time to time by a deed expressed to be supplemental hereto executed by the Issuers, the Guarantors and the Trustee substantially in the form set out in the Seventh Schedule. 3 Covenant to repay and to pay interest (A) Each Issuer (in respect of Notes issued by it) covenants with the Trustee that it will, as and when the Notes of any Series or any of them become due to be redeemed or any principal or redemption amount on the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to, or to the order of, the Trustee in immediately available funds and/or same day funds, as the case may be, in the relevant currency the principal amount or, as the case may be, redemption amount of the Notes of such Series becoming due for redemption or repayment on that date and (where such Notes bear interest) shall (subject to the provisions of the Conditions) until such payment (as well after as before any judgment or other order of any court of competent jurisdiction) is duly made, unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount (or such other amount as may be specified in the applicable Final Terms) of the Notes of such Series outstanding from time to time in the relevant currency at the rate calculated from time to time in accordance with, and at the times, provided in the Conditions; provided that: (i) every payment of principal, redemption amount or interest in respect of such Notes made to or to the order of the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be in satisfaction pro tanto of the relevant covenant by such Issuer contained in this Clause and shall be deemed for the purposes of this Clause to have been paid to the order of the Trustee except to the extent that there is default in the subsequent payment thereof to the Holders of the Notes and/or Coupons of such Series (as the case may be) in accordance with the Conditions in which event interest will again commence to accrue from the date of such default until the date upon which payment is duly made in accordance with this Clause; (ii) in the case of any payment of principal, redemption amount or interest in respect of the Notes of such Series made after the due date, payment shall be deemed not to have been made until the full amount due has been received by the Trustee or the Principal Paying Agent (as the case may be) and, unless the Trustee otherwise agrees, notice to that effect has been given to the Holders of Notes of such Series in accordance with Condition 14; and (iii) in any case where payment of the whole or any part of the principal amount or redemption amount due in respect of any Note of such Series is improperly withheld or refused upon due presentation or surrender of such Note, interest shall accrue at the rate aforesaid on the whole or such part of the principal 11 amount or redemption amount (as the case may be) from the date of such withholding or refusal until the date on which notice is given to the Holders of Notes of such Series either in accordance with Condition 14 or individually that the full amount payable in respect of the amount of principal or redemption amount in the relevant currency has been paid to the Principal Paying Agent and the relevant Issuer covenants that it shall unconditionally pay the interest so accrued to or to the order of the Trustee as aforesaid. (B) Each Issuer may, from time to time without the consent of the Noteholders of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of such Series ranking pari passu in all respects (or in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with any previously existing Series of Notes. (C) At any time after an Event of Default shall have occurred in respect of the Notes of any Series, the Trustee may: (i) by notice in writing to the relevant Issuer, the relevant Guarantor(s), the Principal Paying Agent, the other Paying Agents, the Transfer Agents and the relevant Calculation Agent, require the Principal Paying Agent, the other Paying Agents, the Transfer Agents and the relevant Calculation Agent or any of them: (a) to act thereafter as Principal Paying Agent, Paying Agents, Transfer Agents and relevant Calculation Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents and on the terms provided in the Paying Agency Agreement or, as the case may be, the relevant Calculation Agency Agreement mutatis mutandis in relation to such Notes (save that the Trustee’s liability under any provisions thereof for the indemnification of the Paying Agents, Transfer Agents or any Calculation Agent shall be limited to amounts for the time being held by the Trustee on the terms of these presents in relation to such Notes which are available to the Trustee for such purpose) and thereafter to hold all such Notes, Certificates and the relative Coupons (if any) and all sums, documents and records held by them in respect of such Note, Certificate and Coupons (if any) on behalf of the Trustee; and/or (b) to deliver up all Notes, Certificates and Coupons (if any) of such Series and all sums, documents and records held by them in respect of such Notes,Certificates and Coupons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any document or record which the relative Paying Agent or relevant Calculation Agent is obliged not to release by any law or regulation; and (ii) by notice in writing to the relevant Issuer and the relevant Guarantor(s) require each of them to make all subsequent payments in respect of the Notes and Coupons of the relevant Series to or to the order of the Trustee and not to the Principal Paying Agent or relevant Calculation Agent (as the case may be) and, with effect from the issue of any such notice until such 12 notice is withdrawn, proviso (i) to sub-clause (A) of this Clause shall cease to have effect. (D) If any Series of Floating Rate Notes becomes immediately due and repayable pursuant to Condition 10, the rate of interest and interest amounts in respect of them shall continue to be calculated in accordance with the Conditions until all such Floating Rate Notes of such Series shall have been repaid, except that the rates of interest and interest amounts need not be notified in accordance with the Conditions. (E) All payments in respect of, under and in connection with these presents and the Notes and Coupons of any Series shall be made to the relevant Noteholders and Couponholders in the relevant currency as specified in the applicable Final Terms. (F) The Notes of each Series shall form a separate Series and accordingly, unless for any purpose the Trustee at its absolute discretion shall otherwise determine, all the provisions of these presents shall apply separately to the Notes of each Series and, in these presents, the expressions “Notes”, “Noteholders”, “Coupons”, and “Couponholders” and, in each case, kindred expressions shall be construed accordingly. 4 Issue and constitution of Notes (A) By not later than the close of business (London time) on the second day (excluding Saturdays, Sundays and bank holidays) on which banks are open for business in the City of London preceding each proposed Issue Date, the relevant Issuer shall: (i) procure that the Trustee receives a copy of the applicable Final Terms; and (ii) deliver to the Trustee a certificate signed by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf certifying to the best of the knowledge and belief of the giver of the certificate having made all reasonable enquiries the absence of any event listed in Condition 10 (whether or not applicable to the Notes of such Tranche) or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default and compliance with the Programme Limit. The relevant Issuer shall also procure that there is delivered to the Trustee an executed copy of the applicable Final Terms prior to the Issue Date in the case where the copy of such Final Terms referred to in (i) above was unexecuted. Forthwith upon the issue of, and full payment for, the relevant Temporary Global Note(s), the Notes of the Tranche to which it or they relate(s) shall become constituted by these presents without further formality. (B) None of the Issuers shall be entitled to, and each Issuer hereby covenants with the Trustee that it will not, issue any Notes pursuant to these presents unless the appropriate Guarantee applies to such Notes. (C) Each of the Issuers and the Guarantors shall procure that legal opinions shall be delivered to the Trustee in any of the following circumstances: (i) on such occasions as the Trustee so requests after consultation with the relevant Issuers and the relevant Guarantor(s), on the occurrence of either a change or a proposed change in any applicable law or regulation (or 13 interpretation thereof) affecting any of the Issuers, the Guarantors, the Notes, the Certificates or these presents or on the Trustee having any other reasonable grounds; and (ii) on any occasion on which the Dealers receive any legal opinion in accordance with the Dealer Agreement. If, notwithstanding the preceding provisions of this Clause 4, the Trustee is not satisfied with any legal opinion delivered to it pursuant to this Clause 4(C) (not being a legal opinion substantially in the form of the legal opinion delivered to the Trustee on the date hereof) the Trustee shall thereafter be entitled not to approve any new Final Terms in respect of which such legal opinion may, at any time, relate or be connected in any way whatsoever. 5 Forms and issue of the Notes (A) The Notes of each Tranche will be represented on issue by either (i) in the case of Bearer Notes, a Temporary Global Note and, if so specified in the Final Terms, such Temporary Global Note shall be an NGN or (ii) in the case of Registered Notes, one or more Global Certificates and, if so specified in the Final Terms, such Global Certificate(s) shall be held under the NSS. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for a Permanent Global Note or Definitive Notes having Coupons attached all as set out in such Temporary Global Note. Each Permanent Global Note shall be exchangeable, in accordance with its terms, for Definitive Notes having Coupons attached all as set out in such Permanent Global Note. Interests in Global Certificates shall be exchangeable, in accordance with their terms, for Individual Certificates. All Notes in global form shall be signed manually on behalf of the relevant Issuer by a director of UFN, UCC or PLC or, as the case may be, some other person duly authorised in that behalf and may be a master Note in global form supplied by the relevant Issuer under the provisions of the Paying Agency Agreement, authenticated by the Principal Paying Agent and, in the case of each Eurosystem-eligible Note or Non-eligible Note in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Each Note in global form which is a CGN shall be delivered to a bank depositary common to the ICSDs or any other relevant clearing system or, in the case of a Note in global form which is a NGN, shall be delivered to the specified Common Safekeeper in accordance with the provisions of the Paying Agency Agreement. All Global Certificates shall be delivered to a bank depositary common to the ICSDs or any other relevant clearing system or, in the case of a Global Certificate which is held under the NSS, shall be delivered to the specified Common Safekeeper in accordance with the provisions of the Paying Agency Agreement. All Definitive Notes shall, unless otherwise specified in the applicable Final Terms, be security printed in accordance with any applicable regulatory requirements from time to time (and Bearer Notes shall be security printed in accordance with the requirements of the applicable stock exchange and any other applicable regulatory requirements from time to time), shall be serially numbered and shall, if interest bearing, have attached thereto Coupons or, if so specified in the applicable Final Terms, have endorsed thereon a grid for recording the payment of interest. The Bearer Notes in global form, the Definitive Notes and Coupons (if any) shall be in bearer form and shall have the Conditions endorsed thereon, attached thereto or incorporated by reference therein.
14 Title to the Notes in global form and the Definitive Notes and Coupons shall pass by delivery. Individual Certificates will be security printed in accordance with applicable legal and stock exchange requirements and will be substantially in the form set out in the Fifth Schedule. Individual Certificates will be endorsed with the Conditions. Title to the Certificates will pass by registration in the Register. (B) The Certificates, Definitive Notes and the Coupons shall be signed manually or in facsimile on behalf of the relevant Issuer (where UFN, UCC or PLC is the Issuer) by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf. Any Issuer may use on any Certificate, Definitive Note or any Coupon facsimile signatures of each of the authorised signatories of the relevant Issuer set out in this sub-clause notwithstanding the fact that when such Certificate, Definitive Note or Coupon shall be issued any such person shall have ceased to hold such office. The Certificates, Definitive Notes or Coupons so executed (and, in the case of the Certificates or Definitive Notes, authenticated) and issued shall be valid and binding obligations of the relevant Issuer. The master Temporary Global Note and the master Permanent Global Note for an Issuer shall be signed manually by or on behalf of such Issuer in accordance with Clause 5(A). Any Issuer may adopt and use the signature of any person who, at the date of signing a master Temporary Global Note, master Permanent Global Note or Global Certificate, is authorised to sign on behalf of the relevant Issuer for such purpose notwithstanding that such person may have ceased to hold such office at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Notes. (C) The relevant Issuer shall procure that, prior to their issue and delivery, the Notes in global form, the Definitive Notes and the Individual Certificates shall be authenticated manually by an authorised signatory on behalf of the Principal Paying Agent (in the case of Global Notes and Definitive Notes) or the Registrar (in the case of Certificates) and, in the case of each Eurosystem-eligible Note or Non-eligible Note in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Notes in global form, Definitive Notes and Certifiactes, as the case may be, shall not be valid for any purpose unless and until so authenticated and, in the case of Eurosystem-eligible Notes or Non-eligible Notes in respect of which the Issuer has notified the Principal Paying Agent or the Registrar that effectuation is to be applicable, so effectuated and any Coupons appertaining to the relevant Definitive Notes shall not be valid for any purpose unless and until the Definitive Notes to which they appertain shall have been authenticated but, subject thereto, Notes in global form, Definitive Notes, Certificates and Coupons so executed shall be binding and valid obligations of the relevant Issuer. (D) The Trustee shall be entitled to rely on the records of the ICSDs in relation to any determination of the principal amount outstanding of each NGN or Global Certificate held under the NSS. For this purpose, “records” means the records that each ICSD holds for its customers which reflect the amount of such customers’ interest in the Notes. 6 Stamp Duties (A) The relevant Issuer will pay all stamp duties and other similar duties or taxes (if any) payable in the Netherlands, the United States or the United Kingdom on (i) the 15 constitution and issue of the Notes, Certificates and/or the Coupons and (ii) the initial delivery of the Notes and Certificates. The Issuers will pay all stamp duties and other similar duties or taxes (if any) payable in the aforesaid countries on the execution of these presents. If in consequence of an Event of Default the Trustee (or any Noteholder or Couponholder where permitted under these presents so to do) shall take any proceedings against the relevant Issuer or the relevant Guarantor(s) and/or any proceedings to wind up the relevant Issuer or the relevant Guarantor(s) in the Netherlands and/or the United Kingdom and/or the United States and if for the purposes of any such proceedings these presents or any Notes, Certificates or Coupons are taken into such jurisdiction and any stamp duties or other similar duties or taxes become payable thereon in any such jurisdiction, the relevant Issuer will pay (or reimburse the person making payment of) such stamp duties or other similar duties or taxes. (B) Covenant to give substitute tax undertaking If the relevant Issuer or the relevant Guarantor(s) shall become subject generally to the taxing jurisdiction of any territory other than or in addition to the Netherlands, in the case of UFN, the United Kingdom, in the case of PLC or the United States or any political sub-division thereof, in the case of UNUS or UCC, or any authority in such other territory having power to tax, then the relevant Issuer or the relevant Guarantor(s) (as the case may be) shall (unless the Trustee shall otherwise agree), but only if by virtue of becoming so subject it shall be necessary in order that the net amounts received by the Holder of any Note or Coupon after withholding or deduction for or on account of taxes or duties imposed or levied by or on behalf of such territory or authority, shall equal the respective amounts of principal and/or redemption amount and/or interest as would have been receivable in respect of the Notes, Certificates or Coupons in the absence of such withholding or deduction, give to the Trustee an undertaking or covenant in form and manner reasonably satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references therein to the Netherlands, the United Kingdom or the United States or any authority in the Netherlands, the United Kingdom or the United States having power to tax of references to that other or additional territory or any authority therein having power to tax to whose taxing jurisdiction the relevant Issuer or, as the case may be, the relevant Guarantor(s) shall have become subject as aforesaid and in such event the provisions of these presents shall be read accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly. 7 Covenant to observe provisions of the Trust Deed and Schedules (A) Each of the Issuers and each of the Guarantors hereby covenants with the Trustee to comply with those provisions of these presents which are expressed to be binding on each of them and to perform and observe the same. The Notes and the Coupons shall be held subject to the provisions contained in these presents, all of which shall be binding upon each of the Issuers, the Guarantors, the Noteholders and the Couponholders and all persons claiming through or under them respectively. The issue of any Series of Notes shall constitute confirmation of the fact that the Notes of such Series carry the benefit of the Guarantee. 16 (B) The provisions contained in the Schedules shall have full effect in the like manner as if the same had been incorporated herein. 8 Guarantee (A) Each of: (i) UNUS, in respect of any Notes issued by PLC; (ii) PLC and UNUS, jointly and severally, in respect of any Notes issued by UFN; and (iii) PLC and UNUS, jointly and severally, in respect of any Notes issued by UCC, hereby irrevocably and unconditionally guarantee to the Trustee the due and punctual payment by the relevant Issuer of any moneys payable from time to time by the relevant Issuer in respect of the Notes and the Coupons and under or pursuant to these presents, as the case may be, in the manner hereinafter provided, namely: (i) if and whenever the relevant Issuer shall make default in the payment of any moneys payable by the relevant Issuer in respect of the Notes or the Coupons or under or pursuant to these presents, as the case may be, the relevant Guarantor(s) shall forthwith upon written demand therefor made by the Trustee unconditionally pay to or to the order of the Trustee in the relevant currency the amount in respect of which such default has been made and any payment so made shall pro tanto cure such default by the relevant Issuer provided that every payment of such moneys as aforesaid made by the relevant Guarantor(s) to the Noteholders and/or the Couponholders, as the case may be, or to, or to the order of, the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be satisfaction pro tanto of the covenants by the Guarantors in this Clause contained (and shall be deemed for the purposes of this Clause to have been paid to or to the order of the Trustee) except, in the case of payment to or to the order of the Principal Paying Agent as aforesaid, to the extent that there is default in the subsequent payment thereof to the Noteholders or the Couponholders, as the case may be, in accordance with the Conditions. The provisions of Condition 9 shall apply with respect to payments by any of the Guarantors made hereunder; (ii) without prejudice to the provisions of paragraph (i) of this sub-clause (A), each of the Guarantors shall, as between the Trustee and itself, be liable as if it were the principal debtor and not merely a surety and none of the Guarantors shall be exonerated or discharged from liability under the Guarantee by time being given to the relevant Issuer or the relevant Guarantor(s) or any of them by the Trustee or by the Noteholders or Couponholders or any of them, by any other indulgence or concession to the relevant Issuer granted by the Trustee or by the Noteholders or Couponholders or any of them or by anything done by the Trustee in exercise of any of the trusts, powers, authorities or discretions vested in it by these presents or by anything which the Noteholders or Couponholders or the Trustee or any of them may omit or neglect to do or by any other dealing or thing which, but for this provision, might operate to exonerate or discharge any of the relevant Guarantor(s) from their covenants herein contained or by 17 the illegality, invalidity or unenforceability of or any defect in the provisions of any Note or Coupon or these presents or any of the relevant Issuer’s obligations thereunder or hereunder; (iii) the Guarantee is to be a continuing guarantee and accordingly shall remain in operation until all moneys owing in respect of the Notes and the Coupons and under these presents have been paid or satisfied and is in addition to and not in substitution for any other rights which the Trustee or the Noteholders or Couponholders or any of them may have under or by virtue of these presents and may be enforced without first having recourse to any such rights and without taking any steps or proceedings against the relevant Issuer. In particular, the Guarantee may be enforced on each and every occasion on which default is made by the relevant Issuer in payment notwithstanding that any call under this Guarantee may have been made previously by the Trustee or that any proceedings may have been commenced against any of the relevant Guarantor(s) in respect of sums already due under the Guarantee; (iv) the Trustee may from time to time make any arrangement or compromise with the relevant Guarantor(s) or any of them in relation to the Guarantee which the Trustee may think fit; (v) the relevant Guarantor(s) or any of them shall not, without the consent of the Trustee, at any time after default has been made by the relevant Issuer in the payment of any moneys payable by the relevant Issuer in respect of the Notes or the Coupons or under or pursuant to these presents and so long as any moneys payable by the relevant Guarantor(s) in respect of such defaulted moneys remain unpaid, exercise in respect of any amounts paid under the Guarantee any right of subrogation or any other right or remedy which may accrue to the relevant Guarantor(s) in respect of or as a result of such payment; and (vi) if any payment received by the Trustee or any Noteholder or Couponholder pursuant to the provisions of these presents shall, on the subsequent bankruptcy or insolvency of the relevant Issuer or the relevant Guarantor(s) or any of them, be avoided under any laws relating to bankruptcy or insolvency, such payment shall not be considered as having discharged or diminished the liability of the relevant Guarantor(s) or any of them, and the Guarantee shall continue to apply as if such payment had at all times remained owing by the relevant Issuer and the relevant Guarantor(s) shall indemnify the Trustee and the Noteholders and Couponholders, as the case may be, in respect thereof. (B) If any moneys shall become payable by any of the Guarantors under the Guarantee, the relevant Issuer shall not, without the consent of the Trustee, so long as such moneys remain unpaid, pay any moneys for the time being due by the relevant Issuer to any of the Guarantors. (C) In this Clause 8, the expression “relevant Issuer” shall mean the Issuer in respect of which the relevant Guarantor(s) have given their Guarantee.
18 9 Application of moneys received by the Trustee (A) The Trustee shall apply all moneys received by it under these presents in respect of the Notes of any Series: (i) first, in payment or satisfaction of the reasonable costs, charges, expenses and liabilities incurred by the Trustee in or about the preparation and execution of, or in carrying out the terms of, or enforcing the trusts of these presents (including remuneration of the Trustee); (ii) secondly, in or towards payment pari passu and rateably of all arrears of interest remaining unpaid in respect of the Notes of the relevant Series and all principal moneys, redemption amounts and premium (if any) due on or in respect of such Notes; provided that where Notes of more than one Series have become so due and payable, such moneys shall be applied as between the amounts outstanding in respect of the different Series pari passu and rateably (except where such moneys are paid in respect of a specific Series or several specific Series, in which event such moneys shall be applied solely to the amounts outstanding in respect of that Series or those Series respectively); and (iii) thirdly, in payment of the balance (if any) to the relevant Issuer or, in the event that any moneys were received from the relevant Guarantor(s), to the extent of such moneys, to the relevant Guarantor(s) (provided that the Trustee shall not have regard as to how any such moneys are apportioned between the Guarantors). Without prejudice to the provisions of this Clause, if the Trustee shall hold any moneys which represent principal, redemption amount, premium or interest in respect of Notes or Coupons which have become void under Condition 12, the Trustee shall (subject to no sums being then overdue to the Trustee in respect of any Notes or Coupons of any Series and to the payment or provision for the payment or satisfaction of the said costs, charges, expenses and liabilities, including the remuneration of the Trustee) pay the same forthwith to the relevant Issuer (without prejudice to any question as to how such surplus should be dealt with as between the relevant Issuer and any other person for the time being entitled thereto in priority to the relevant Issuer). (B) If more than one Series of Notes has become due and payable, the Trustee shall apportion between the relevant Noteholders the payment of the costs, charges, expenses and liabilities referred to in paragraph (i) of sub-clause (A) of this Clause out of moneys received and held upon trust by the Trustee as aforesaid, in such manner and in such amounts as it shall, in its absolute discretion, consider appropriate. (C) The Trustee shall give not less than 14 days’ notice to Noteholders in accordance with the Conditions of the day fixed for any payment to the Noteholders under this Clause 9. 10 Power to retain and invest less than 10 per cent. If the amount of the moneys at any time available for payment in respect of the Notes of any Series under Clause 9 shall be less than one-tenth of the principal amount of the Notes of 19 such Series then repayable, the Trustee may, at its discretion, invest such moneys on behalf of the persons entitled thereto under Clause 9 upon some or one of the investments hereinafter authorised with power from time to time, at the like discretion, to vary such investments. The income resulting from such investments shall be applied in accordance with Clause 9. However, upon such income reaching an amount such that, if that amount were added to the investment and any other funds for the time being under the control of the Trustee and applicable for the purpose, the total sum would be sufficient to pay at least one tenth of the principal amount of the Notes of such Series then repayable, then such investment and funds shall also be applied under Clause 9. 11 Authorised investments Any moneys which under the trusts herein contained ought to, or may be, invested by the Trustee may be invested in the name or under the control of the Trustee in any of the investments for the time being authorised by English law for the investment by trustees of trust moneys or in any other investments, whether similar to those aforesaid or not, which may be selected by the Trustee or by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit and in such currency as the Trustee may think fit (in the case of any currency other than the Requisite Currency), with the approval of the relevant Issuer (such approval not to be unreasonably withheld) and the Trustee may at any time vary or transfer any of such investments for or into other such investments, subject to the proviso in Clause 22, neither it nor the relevant Issuer nor the relevant Guarantor(s) shall be responsible for any loss occasioned by reason of any such investments or such deposit whether by depreciation in value, fluctuation in exchange rates or otherwise. 12 Indemnification of the Trustee upon enforcement (A) The Trustee shall not be bound to take any steps to enforce the performance of any of the provisions of these presents, the Notes or the Coupons unless (i) it shall have been directed to do so by an Extraordinary Resolution or so requested in writing by the Holders of at least one-fourth in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith. (B) Should the Trustee take any proceedings against any Issuer and/or any Guarantor: (i) proof therein that as regards any specified Note of a particular Series, default has been made in paying any principal, redemption amount, premium and/or, where the same is not paid against presentation of a Note in global form or, as the case may be, a Coupon, interest due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Notes of such Series in respect of which a corresponding payment is then due; and (ii) proof therein that as regards any specified Coupon appertaining to a Note of a particular Series, default has been made in paying any interest due to the relevant Couponholders shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Coupons 20 appertaining to the Notes of such Series in respect of which a corresponding payment is then due. 13 Payment to Noteholders and Couponholders Any payment to be made in respect of the Notes of any Series or the Coupons appertaining thereto by the relevant Issuer or relevant Guarantor(s) or the Trustee may be made in the manner provided in the Conditions and any payment so made shall be a good discharge, pro tanto, to such Issuer, or, as the case may be, such Guarantor or the Trustee. Any payment in full of interest made in respect of a Coupon shall extinguish any claim of a Noteholder which may arise directly or indirectly in respect of such interest. 14 Production of Notes and Coupons Upon any payment to Noteholders or Couponholders under Condition 8 the Note, Coupon or Certificate in respect of which such payment is made shall, if the Trustee so requires, be produced to the Trustee, or the Paying Agent by or through whom such payment is made and the Trustee shall: (A) in respect of a Bearer Note or Coupon, (1) in the case of part payment, enface or cause such Paying Agent to enface a memorandum of the amount and date of payment on such Bearer Note or Coupon (or, in the case of part payment of a Temporary Global Note or Permanent Global Note in NGN form cause the Principal Paying Agent to procure that the ICSDs make appropriate entries in their records to reflect such payment) or (2) in the case of payment in full, shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation but such Paying Agent may, in any particular case, dispense with the production and enfacement of a Bearer Note or Coupon upon such indemnity being given as it shall reasonably think sufficient; and (B) in respect of a Registered Note, (1) in the case of part payment, require the Registrar to make a notation in the Register of the amount and date of payment (and in the case of a Registered Note held under the NSS, procure that the ICSDs make appropriate entries in their records to reflect such payment) or (2) in the case of payment in full, cause the relevant Certificate to be surrendered or shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation. 15 Covenants by the Issuers and the Guarantors Each of the Issuers and the Guarantors (provided that UNUS shall have no liability or obligation under this Clause 15 in respect of any of sub-clauses (B), (D), (Q) and (R) below) hereby covenants with the Trustee that, so long as any of the Notes issued or guaranteed by it remains outstanding, it shall: (A) at all times maintain, while any Notes are outstanding, a Paying Agent (in accordance with the Conditions) and at all times maintain any other agents (including but not limited to any Calculation Agent) required by the Conditions relating to any outstanding Notes all in accordance with the Conditions; (B) upon becoming aware of the same, give notice in writing to the Trustee of the occurrence of any Event of Default in relation to it or any event which, with the lapse 21 of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default in relation to it; (C) within 14 days of any written request by the Trustee and at least once in every year (if practicable at the same time as copies of the balance sheet and accounts mentioned under paragraph (E) below are sent) deliver to the Trustee (in the case of UFN, UCC and PLC) a certificate signed by a director of UFN, UCC or PLC, as the case may be, or some other person duly authorised in that behalf to the effect that to the best of the knowledge, information and belief of such person having made all reasonable enquiries: (i) there did not exist as at a date not more than five days prior to the date of the certificate nor had there existed at any other time prior thereto since the date hereof or since the date as of which the last such certificate was given any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default or, if such an Event of Default or event did then exist or had existed, specifying the same; and (ii) during the preceding financial year (or during such period as the Trustee may specify in such request) and since the completion thereof up to the date mentioned in (i) above each of the Issuers and the Guarantors complied in all material respects with its obligations contained in these presents or, if such is not the case, specifying the respects in which it has not so complied; (D) so far as permitted by law, at all times give to the Trustee such other information as it shall reasonably require for the purpose of the discharge of the duties and discretions vested in it hereunder or by operation of law; (E) send to the Trustee a copy in the English language of every publicly available balance sheet, profit and loss account, report or other notice, statement or circular which is (in each case) issued to its members or stockholders, or as soon as practicable after, the time of the issue thereof; (F) so far as permitted by law, at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times to give effect to the terms and conditions of these presents; (G) oblige the Principal Paying Agent to notify the Trustee forthwith if it does not on or before the due date for repayment of the Notes of any Series or any of them or the due date for payment of the relevant Coupons (if any), receive unconditionally the full amount in the relevant currency of the moneys payable on such due date in respect of all such Notes or Coupons, as the case may be; (H) as soon as reasonably practicable and before the time of publication send, or procure to be sent, to the Trustee four copies of the form of all notices to be given to Noteholders; (I) at all times use their reasonable endeavours to maintain a listing of the Notes on such stock exchange as the Notes are, for the time being, quoted or listed or, if it is unable to do so having used such reasonable endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly onerous, use its reasonable endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges as they may (with the written approval of the Trustee)
22 decide and shall also use its reasonable endeavours to procure that there will at all times be furnished to any stock exchange on which the Notes are for the time being quoted or listed on the application of the relevant Issuer such information as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange; (J) not less than 45 days prior to the redemption date in respect of the Notes of any Series give the Trustee notice of the proposed redemption of the Notes pursuant to Condition 7(b) or 7(c); (K) comply with its obligations under the Paying Agency Agreement and any other agreement (including but not limited to any Calculation Agency Agreement) appointing other agents for the purpose of the Programme and the Dealer Agreement, and use its reasonable endeavours to procure that (i) the Principal Paying Agent and the relevant Calculation Agent comply with all their respective obligations thereunder; and (ii) in respect of each Temporary Global Note which is a NGN, Permanent Global Note which is a NGN or Global Certificate which is held under the NSS, the ICSDs maintain their records in accordance with the relevant ICSD Direct Agreement; (L) if, in accordance with the provisions of Condition 8, interest, principal, premium or other redemption amount in respect of Notes becomes payable at the specified office in the United States of any Paying Agent, promptly give notice thereof to the Noteholders in accordance with Condition 14; (M) in the event of the existence of a serious threat as referred to in Clause 5(c) of the Paying Agency Agreement, when satisfactory arrangements pursuant to Clause 5(c) of the Paying Agency Agreement have been put in place, forthwith, unless the Trustee otherwise agrees, give notice to the relevant Noteholders in accordance with Condition 14 of such arrangements; (N) furnish a copy of the Procedures from time to time in effect to the Trustee; (O) ensure that each Note to be issued or other transaction to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority of the country of any relevant currency for the purposes of any relevant Note and that all necessary consents and approvals of, and registrations and filings with, any such authority in connection therewith are obtained and maintained in full force and effect and copies thereof are supplied promptly to the Trustee; (P) forthwith give notice to the Trustee of the appointment of any new Dealer pursuant to the Dealer Agreement or of any modification to the Dealer Agreement; (Q) forthwith give notice to the Trustee of the Issuer’s intention to redenominate Notes in accordance with Condition 8C or exchange Notes in accordance with Condition 8D; and (R) in the event of any Issuer giving any notice to redenominate the Notes of any Series pursuant to Condition 8C(1) or for the exchange of any Notes of any Series for Notes denominated in euro pursuant to Condition 8D, such Issuer shall (unless the Trustee otherwise agrees in writing), not later than the date on which the redenomination will become effective or, as the case may be, the Notes become exchangeable enter 23 into a deed with the Trustee supplemental to these presents in a form satisfactory to the Trustee which records the terms of any amendments to the Conditions which will arise from such redenomination or exchange and effect any other consequential amendments to these presents which, in the opinion of the Trustee, require to be made to give effect to such redenomination or exchange. 16 Remuneration of the Trustee (A) The relevant Issuer, failing whom the relevant Guarantor(s), shall (subject as hereinafter provided) pay to the Trustee such remuneration as shall be agreed from time to time between the Issuers and the Trustee as remuneration for its services as Trustee under these presents. Such remuneration shall, unless otherwise agreed, be deemed to accrue from day to day and shall be paid annually in arrear. At any time after the occurrence of an Event of Default or in the event of the Trustee finding it necessary or being required to undertake any exceptional duties (or duties otherwise outside the scope of the normal duties of the Trustee under these presents) in the performance of its trusteeship under these presents the relevant Issuer, failing whom the relevant Guarantor(s), shall pay such additional remuneration as shall be agreed between the Trustee and the relevant Issuer (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). In the event of the Trustee and the relevant Issuer failing to agree upon whether such duties are of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or failing to agree upon such increased or additional remuneration, such matters shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fee of such investment bank being shared equally between the Trustee and the relevant Issuer), and the decision of any such investment bank shall be conclusive and binding on the relevant Issuer, the relevant Guarantor(s) and the Trustee. (B) The Trustee shall not be entitled to remuneration in respect of any period after the date on which, all the Notes of any Series having become due for redemption, the redemption moneys (including accrued interest thereon) have been paid to the Trustee, the Principal Paying Agent or otherwise duly provided for to the satisfaction of the Trustee unless, upon due presentation of any Note or Coupon, payment of the moneys due in respect thereof is improperly withheld or refused, in which event remuneration will commence again to accrue. (C) In addition to remuneration hereunder the relevant Issuer, failing whom the relevant Guarantor(s), shall, on written request, pay all other reasonable costs, charges and expenses including travelling expenses which the Trustee may properly incur in relation to the preparation and execution of these presents and the exercise of the powers or the execution of the trusts vested in it by or pursuant to these presents and in any other manner in relation to these presents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. 24 (D) The relevant Issuer, failing whom the relevant Guarantor(s), shall indemnify the Trustee (i) in respect of all liabilities and expenses properly incurred by it or any liability or expense properly incurred by any person appointed by it to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by these presents, provided that in the case of any such delegate the Trustee shall have exercised reasonable care in the selection of such delegate and (ii) against all liabilities, actions, proceedings, costs, claims and demands in respect of any matter or thing properly done or omitted in relation to these presents but shall not be liable to indemnify the Trustee or the Noteholders or Couponholders, as the case may be, against any income tax (or similar taxes) which the Trustee pays or for which the Trustee is liable to account by reason of fees payable in respect of its acting as Trustee pursuance to these presents. (E) All sums payable under sub-clauses (C) and (D) of this Clause shall be payable within 30 days of demand. All sums payable by the relevant Issuer, failing whom the relevant Guarantor(s), under this Clause shall carry interest at a rate equal to two per cent. per annum over the NatWest International Bank Base Rate from time to time from the date 30 days after the date of the same being demanded to the day of payment or (where a demand by the Trustee specifies that payment by the Trustee will be made on an earlier date) from 30 days after such earlier date. If practicable, the Trustee will notify the relevant Issuer, failing which the relevant Guarantor(s), of any expenditure prior to incurring the same but the absence of such notice shall not deprive the Trustee of the right to be reimbursed by the relevant Issuer or the relevant Guarantor(s) to the same extent as the Trustee would be entitled to if prior notification had been given. (F) The relevant Issuer, failing whom the relevant Guarantor(s), shall in addition pay to the Trustee (if so required) an amount equal to the amount of any value added tax or similar tax properly charged in respect of its remuneration hereunder. (G) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any costs, charges, expenses or liabilities incurred under these presents have been incurred or to allocate any such costs, charges, expenses or liabilities between the different Series of Notes. (H) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause 16 shall continue in full force and effect notwithstanding such discharge. (I) All payments to be made by the relevant Issuer, failing whom the relevant Guarantor(s), to the Trustee under these presents shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any relevant jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Obligor shall pay such additional amount as will, after such deduction or withholding has been made, leave the Trustee with the full amount which would have been received by it had no such withholding or deduction been required. 25 17 Modifications and Substitution (A) The Trustee may from time to time and at any time without any consent of the Noteholders or the Couponholders (or, as the case may be, the Holders of the Notes or Coupons of any one or more Series) agree with the relevant Issuer (a) to any modification (other than of the provisos to paragraphs 5 and 6 of the Tenth Schedule hereto or any provision of these presents referred to in those provisos) of these presents which in the opinion of the Trustee is not materially prejudicial to the interests of the Holders of the Notes or, as the case may be, the Holders of the Notes of the relevant Series or (b) to any modification of these presents which is of a formal, minor or technical nature or made to correct a manifest error. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6(H) without the consent of the Noteholders or Couponholders. Any such modification or any substitution pursuant to sub-clause (B) of this Clause shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, the relevant Issuer shall cause any such modification or substitution to be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. (B) The Trustee shall, without the consent of the Noteholders or the Couponholders (or, as the case may be, the Holders of Notes or Coupons of any one or more Series), agree to the substitution (i) in place of the relevant Issuer (or of any previous substitute under this sub-clause (B)) as the principal debtor in respect of the Notes, Certificates the Coupons and these presents of any Group Company (incorporated in any such case in any country in the world) (a “Group Company Substitution”) or (ii) in place of the relevant Issuer as principal debtor or of any of the relevant Guarantor(s) (or any of the previous substitute under this sub-clause (B)) of any successor in business of the relevant Issuer or, as the case may be, any such relevant Guarantor(s) or of any previous substitute hereunder (any substitute under this sub-clause being hereinafter in this sub-clause (B) referred to as the “Substituted Company”) provided that: (i) (a) a trust deed is executed or some other form of undertaking is given by the Substituted Company to the Trustee, in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes, the Certificates and the Coupons, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substituted Company had been named in these presents and on the Notes, Certificates and the Coupons as the principal debtor in place of any such relevant Issuer (or of any such previous Substituted Company) or, as the case may be, as a guarantor in place of the relevant Guarantor (or of any such previous Substituted Company); (b) the Trustee shall be satisfied that the Substituted Company has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liability as the principal debtor or, as the case may be, a guarantor under these presents and in respect of the Notes, the Certificates and the Coupons
26 in place of the relevant Issuer or any such relevant Guarantor (or of any such previous Substituted Company); (c) in the case of a Group Company Substitution only an unconditional and irrevocable guarantee of (a) UNUS and PLC or, (b) where PLC becomes the principal debtor, UNUS, shall have been given in form and substance satisfactory to the Trustee of the payment of all moneys payable by the Substituted Company under these presents, the Notes, the Certificates and the Coupons; (d) the relevant Issuer and the relevant Guarantor(s) (or, where appropriate, any such previous Substituted Company) and the Substituted Company comply with such other requirements as the Trustee may reasonably direct in the interests of the Holders of the Notes of the relevant Series; (e) if the directors of the Substituted Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company); and (f) (without prejudice to the generality of sub-paragraphs (a) to (e) inclusive of this paragraph (i)), where the Substituted Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the Netherlands, the United Kingdom, the United States or the territory applicable in respect of any previous Substituted Company, undertakings or covenants are given in terms corresponding to the provisions of Condition 9 containing, in substitution for or in addition to (as the case may require) the references to the Netherlands, the United Kingdom, the United States or such territory, as the case may be, references to the territory or territories in which the Substituted Company is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Substituted Company is otherwise subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly. (ii) Upon the execution of such documents and compliance with the said requirements: (a) the Substituted Company shall be deemed to be named in these presents and on the Notes, Certificates and the Coupons as principal debtor or, as the case may be, as a guarantor in place of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company) and these presents and the Notes, Certificates and the Coupons shall thereupon be deemed to be amended in such manner 27 as expressly specified in any supplement to these presents or, failing which, as shall be necessary to give effect to the substitution and the giving of any guarantee; and (b) in the case of a valid substitution of any of the Issuers (or any such previous Substituted Company), the relevant Issuer (or any such previous Substituted Company) shall be released from any or all of its obligations under these presents and the Notes, Certificates and the Coupons, but without prejudice to the obligations of the relevant Guarantor(s) (or the successor company of any such Guarantor(s)) under the Guarantee or their guarantee; and (y) in the case of the valid substitution of any of the Guarantors (or any such previous Substituted Company), the relevant Guarantor (or any such previous Substituted Company) shall be released from all of its obligations under the Guarantee or such guarantee but without prejudice to the obligations of the remaining Guarantor(s) (or the successor company of any such Guarantor(s)) under the Guarantee or their guarantee. Not later than 15 days after the execution of any such undertaking and guarantee and such other deeds, documents and instruments as aforesaid and compliance with the said requirements of the Trustee, the relevant Issuer or the relevant Guarantor or the previous Substituted Company shall, unless the Trustee agrees otherwise, give notice thereof to the Noteholders in accordance with Condition 14. (iii) In connection with any proposed substitution the Trustee may agree, without consent of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) to a change of the law governing the Notes (or, as the case may be, the Notes of the relevant Series) and/or these presents provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Holders of the Notes (or, as the case may be, the Holders of the Notes of the relevant Series). (C) The relevant Issuer and PLC each hereby covenants with the Trustee that, so long as any of the Notes or the Coupons is outstanding, it will not, except where the relevant Issuer or PLC, as the case may be, is the continuing company, merge into, or transfer all or substantially all of its assets or undertaking to, another company (“New Company”) unless, inter alia, a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes and the Coupons, with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents and on the Notes and the Coupons in place of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this Clause), and the following further conditions apply: (i) the relevant Issuer or PLC, as the case may be (or any previous substitute under this Clause), and the New Company shall comply with such other requirements as the Trustee may reasonably direct in the interests of the Notes of the relevant Series; (ii) where the New Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, 28 a territory or territories other than, in the case of UFN, the Netherlands, in the case of UCC, the United States, in the case of PLC, the United Kingdom or, in the case of any previous substitute under this Clause, the applicable territory, undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 9 with the substitution for the references to the Netherlands, the United States, the United Kingdom or such territory, as the case may be, of references to the territory or territories in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(b) shall be amended accordingly; (iii) in the case of the merger of, or transfer by, the relevant Issuer or any previous substitute under this Clause, an unconditional and irrevocable guarantee is given by the relevant Guarantor(s) in form and substance satisfactory to the Trustee of the payment of all moneys payable by the New Company under these presents and the Notes of the relevant Series; and (iv) if the directors of the New Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said merger or transfer is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this Clause). Any such trust deed or undertaking shall, if so expressed, operate to release the relevant Issuer or PLC, as the case may be, or any such previous substitute as aforesaid, from all of its obligations under the Notes, the Coupons and these presents. Not later than 15 days after the execution of any such documents as aforesaid and after compliance with the said requirements of the Trustee, the relevant Issuer or PLC, as the case may be, or such previous substitute shall give notice thereof to the Noteholders in accordance with Condition 14. Upon the execution of such documents and compliance with the said requirements the New Company shall be deemed to be named in these presents and on the Notes and the Coupons in place of the relevant Issuer or PLC, as the case may be (or of any previous substitute under this sub-clause), under these presents, the Notes and the Coupons, and these presents, the Notes and the Coupons shall be deemed to be amended in such manner as shall be necessary to give effect to the above provisions and without prejudice to the generality of the foregoing references in these presents, in the Notes or in the Coupons to the relevant Issuer or PLC, as the case may be, or such previous substitute shall, where the context so requires, be deemed to be references to the New Company. (D) In connection with any proposed substitution, merger or transfer as aforesaid, the Trustee shall, without prejudice to the generality of the foregoing, not have regard to the consequences of such substitution, merger or transfer for individual Noteholders of the relevant Series resulting from their being for any purpose domiciled or resident in, otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. 29 (E) PLC may, at any time, appoint any Group Company to become an Issuer of Notes in accordance with the following provisions of this sub-clause without the consent of the Noteholders or the Couponholders. Any Group Company that is to become an Issuer shall do so under the terms of a supplemental deed in or substantially in the form set out in the Eighth Schedule or in such other form as may be approved in writing by the Trustee (which shall take effect in accordance with its terms), whereby such Group Company agrees to be bound as an Issuer under these presents and the Paying Agency Agreement. PLC undertakes to use all reasonable efforts to procure that all such acts and things are done as may be necessary or desirable to ensure the due execution and delivery of such supplemental deed by each such Group Company and that each such Group Company becomes bound by such provisions of these presents and the Paying Agency Agreement as are expressed to be assumed by it in such supplemental deed. The Trustee shall be entitled to rely on the legal opinions referred to in such supplemental deed but otherwise shall not be bound to enquire into the financial condition of any such Group Company or to make any investigation into, or to satisfy itself in any way in relation to the valid existence of, any such Group Company, its power or capacity to enter into such supplemental deed or to perform its obligations under these presents or the Paying Agency Agreement, the due authorisation, execution or delivery of such supplemental deed or performance of any such obligations by such Group Company, the obtaining of any necessary consents or authorisations for such execution, delivery or performance, the taking of any action (including any necessary registration or filing) required to ensure the enforceability as against such Group Company of any obligations expressed to be assumed by it under these presents or the Paying Agency Agreement. (F) If (i) the Trustee does not have actual knowledge or express notice that any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate, would constitute an Event of Default has occurred and is continuing and (ii) the relevant Issuer has outstanding Notes issued by it, the Substituted Company (which if not an Issuer shall have become an Issuer pursuant to sub-clause (B) of this Clause) shall have assumed the obligations of such Issuer pursuant to sub-clause (B) of this Clause, the Trustee shall forthwith execute and deliver a supplemental deed in or substantially in the form set out in the Ninth Schedule or in such other form as may be approved by the Trustee whereby such Issuer is released from its covenants and other obligations under these presents. 18 Redemption, Purchase and Cancellation (A) All Notes redeemed or purchased by or on behalf of any of the Issuers, the Guarantors or any Group Company together with all unmatured Coupons attached thereto or surrendered therewith, and all Coupons paid in accordance with and in the manner provided in the Conditions, shall be cancelled forthwith by or on behalf of the relevant Issuer save that the purchaser may elect in the case of Notes so purchased to hold or resell such Notes, together with all unmatured Coupons attached thereto. The relevant Issuer shall, within seven days after being so requested in writing by the Trustee, procure that a certificate stating (i) the amounts paid in respect of Notes and Coupons so redeemed or paid and cancelled, (ii) the certificate numbers of Notes so redeemed, purchased and cancelled and (iii) the total number and maturity dates of such cancelled Coupons shall, within such seven
30 day period, be given to the Trustee by the Principal Paying Agent or the Registrar, as applicable, provided, other than where such Notes are represented by a NGN or a Global Note held under the NSS, delivery thereof to the Principal Paying Agent or the Registrar has been made by any such purchaser as soon as reasonably practicable after the date of such redemption, purchase and cancellation or payment (as the case may be). In the case of purchase and/or cancellation of a Temporary Global Note which is a NGN, a Permanent Global Note which is a NGN or a Global Note held under the NSS, the relevant Issuer shall procure, in accordance with the terms of the Paying Agency Agreement, that the Principal Paying Agent or the Registrar, as the case may be, instructs the ICSDs to make appropriate entries in their respective records to reflect such purchase and/or cancellation. PLC shall, within seven days after being so requested in writing by the Trustee, deliver a certificate in writing signed by a duly authorised signatory thereof setting out the total numbers and aggregate nominal amount of Notes of each Series which up to and including the date of such certificate are held beneficially at such date by the Issuers, the Guarantors or any Group Company, but which have not been cancelled. Such certificates may be accepted by the Trustee as conclusive evidence of: (a) repayment or discharge pro tanto of the Notes and of payment of Coupons; or (b) beneficial ownership of the relevant Notes by the Issuers, the Guarantors or any Group Company. (B) The relevant Issuer shall procure that there shall be kept a full and complete record of all Notes, Certificates and Coupons (other than certificate numbers of Coupons) and their redemption, payment, purchase and cancellation and of all replacement Notes, Certificates or Coupons issued in substitution for mutilated, lost, stolen or destroyed Notes, Certificates or Coupons and the relevant Issuer shall further procure that such record shall be made available to the Trustee, within seven days after being so requested in writing by the Trustee. 19 Noteholders to be treated as holding all Coupons (A) Wherever in these presents the Trustee is required or entitled to exercise a trust, power, authority or discretion by reference to the interests of the Noteholders or any of the same (or, as the case may be, the Holders of the Notes of the relevant Series or any of the same), the Trustee shall assume that each Noteholder is the Holder of all Coupons appertaining to each Note of such Series of which he is the Holder. (B) Each of the Trustee, the Paying Agents, the relevant Issuer and the relevant Guarantor(s) (whether or not it is overdue and regardless of any notice of ownership or writing thereon, or notice of any previous theft or loss thereof) shall for the purpose of making payments and for all other purposes (save as provided in (ii) below) be entitled to deem and treat: (i) the bearer of any Note in global form or Definitive Note or the relative Coupon; and (ii) in the case of any Notes in global form, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to or in favour of Noteholders but not for any other purpose, 31 each person for the time being shown in the records of an ICSD or any other relevant clearing system as having a particular nominal amount of any Notes in global form credited to his securities account, as the absolute owner thereof and of all rights thereunder free from encumbrances and shall not be required to obtain proof of such ownership (other than, in the case of any person for the time being so shown in the records of an ICSD or any other relevant clearing system, a certificate or letter of confirmation signed on behalf of an ICSD or the relevant clearing system, or any such certificate or document which may comprise a statement or print-out of electronic records provided by Euroclear’s EUCLID and/or Easy-Way System or Clearstream, Luxembourg’s Cedrom System or any other relevant clearing system) as to the identity of the bearer of any Definitive Notes or Coupon. 20 No notice to Couponholders None of the relevant Issuer, the relevant Guarantor(s), nor the Trustee shall be required to give any notice to the Couponholders for any purpose under these presents and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14. 21 Trustee may enter into other transactions with PLC or any of its group companies No Trustee and no director or officer of any corporation being a trustee of these presents shall by reason of the fiduciary position of such trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with PLC or any of its group companies, whether directly or through any other Group Company or associated company, or from accepting the trusteeship of any other debenture stock, debentures or securities of PLC or any of its group companies or any company in which UFN, UCC, PLC or UNUS, as the case may be, is interested and without prejudice to the generality of these provisions it is expressly declared that such contracts and transactions may include any contract or transaction in relation to the placing, underwriting, purchasing, subscribing for or dealing with or lending money upon or making payments in respect of the Notes or any other stock, shares, debenture stock, debentures or other securities of PLC or any of its group companies or any company in which UFN, UCC, PLC or UNUS, as the case may be, is interested or any contract or banking or insurance with PLC or any of its group companies and neither the Trustee nor any such director or officer shall be accountable to the Noteholders or Couponholders or PLC or any of its group companies for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or transactions and the Trustee and any such director or officer shall also be at liberty to retain the same for its or his own benefit. 22 Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 (the “Trustee Acts”) it is expressly declared as follows: (A) the Trustee may in relation to these presents act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, 32 broker, auctioneer, accountant or other expert in the Netherlands, the United Kingdom, the United States or elsewhere (whether obtained by the Trustee, UFN, UCC, PLC, UNUS, any Group Company or any Paying Agent) and shall not be responsible for any loss occasioned by so acting; any such opinion, advice, certificate or information may be sent or obtained by letter or facsimile copy and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic; (B) the Trustee shall be at liberty to accept a certificate signed by (i) any Director or other person duly authorised of UFN, UCC or PLC (as the case may be) or (ii) the President, any Vice President or the Treasurer or other person duly authorised of UNUS as to any fact or matter prima facie within the knowledge of UFN, UCC, PLC or, as the case may be, UNUS as sufficient evidence thereof and a like certificate to the effect that any particular dealing or transaction or step or thing is, in the opinion of the person so certifying, expedient as sufficient evidence that it is expedient and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by its failing so to do; (C) the Trustee shall (save as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it by these presents or by operation of law have absolute and uncontrolled discretion as to the exercise or non- exercise thereof and, provided it shall not have acted fraudulently, the Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience that may result from the exercise or non-exercise thereof; (D) the Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trust as the Trustee may determine, including for the purpose of depositing with a custodian these presents and all deeds and other documents relating to these presents or the notes of any series, and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder, or be bound to supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer; (E) the Trustee as between itself, the Noteholders and the Couponholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of these presents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders and the Couponholders; (F) the Trustee shall not be responsible for acting upon any resolution purporting (i) to have been passed at any meeting of the Noteholders (or, as the case may be, the Noteholders of any Series) in respect whereof minutes have been made and signed or (ii) to be a written resolution or electronic consent made in accordance with the Tenth Schedule, even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Noteholders and/or the relative Couponholders (or, as the case may be, the Noteholders of any Series and the Couponholders (if any)); 33 (G) the Trustee may, in the conduct of the trust business, instead of acting personally, employ and pay an agent on any terms, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money) and the Trustee shall not be responsible for any misconduct on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person; (H) any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of these presents and also his reasonable and properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with these presents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person; (I) the Trustee shall not be responsible for the receipt or application by the relevant Issuer of the proceeds of the issue of the Notes of any Series, the exchange of any Temporary Global Note for a Permanent Global Note or, as the case may be, Definitive Notes or the exchange of any Permanent Global Note for Definitive Notes or the exchange of any Global Certificates for Individual Certificates or for the delivery of the Definitive Notes to the persons entitled thereto; (J) the Trustee shall not be liable to the relevant Issuer or the relevant Guarantor(s) or any Noteholder or Couponholder by reason of having accepted as valid or not having rejected any Note, Certificate or Coupon purporting to be such and subsequently found to be forged or not authentic; (K) the Trustee shall not (unless ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder confidential, financial or other information made available to the Trustee by any Issuer and/or any Guarantor in connection with these presents and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information; (L) where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be specified by the Trustee in its absolute discretion but having regard to current rates of exchange, if available, and any rate, method and date so specified shall be binding on the relevant Issuer, the relevant Guarantor(s), the Noteholders and the Couponholders; (M) any consent given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit; (N) whenever in these presents the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, (or, as the case may be, the Holders of the Notes of any one or more Series) it shall have regard to the interests of such Noteholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be obliged
34 to have regard to the consequences of such exercise for any individual Noteholder resulting from his or its being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim from the relevant Issuer or the relevant Guarantor(s) any indemnification or payment in respect of any tax consequence of any such exercise upon any individual Noteholder or Couponholder; (O) the Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to any Issuer, any Guarantor or any Noteholder or Couponholder by reason only of either having accepted as valid or not having rejected an original certificate or letter of confirmation purporting to be signed on behalf of an ICSD or any other relevant clearing system or any form of record made and verified by either of them to the effect that at any particular time or throughout any particular period any particular person is, was or will be shown in its records as having a particular nominal amount of Notes of a particular Series credited to his securities account; and (P) no provision of the Trust Deed or the Conditions shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation. Provided nevertheless that none of the provisions of these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it, having regard to the provisions of these presents conferring on the Trustee any powers, authorities or discretions, relieve or indemnify the Trustee against any liabilities which by virtue of any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it or any of its employees, agents or delegates may be guilty in relation to its duties under these presents. 23 Disapplication Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act. 24 Trustee entitled to assume due performance Except as herein otherwise expressly provided the Trustee shall be and is hereby authorised to assume without enquiry, in the absence of knowledge or express notice to the contrary, that each of the Issuers and the Guarantors is duly performing and observing all the covenants and provisions contained in these presents relating to the Issuers and/or the Guarantors (as the case may be) and on their respective parts to be performed and observed and that no event has happened upon the happening of which any of the Notes of any Series may become repayable. 25 Waiver The Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its 35 opinion the interests of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any proposed breach or breach of any of the covenants or provisions contained in these presents or the Notes or Coupons (or, as the case may be, the Notes of such Series and the relative Coupons) or determine, in relation to any Series, that any condition, event or act which constitutes, or which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute, but for such determination, an Event of Default for the purposes of these presents shall not do so provided always that the Trustee shall not exercise any powers conferred upon it by this Clause in respect of the Notes of any Series in contravention of any express direction by an Extraordinary Resolution of the Notes of such Series then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made). Any such waiver, authorisation or determination shall be binding on the Noteholders and the Couponholders (or, as the case may be, the Holders of the Notes and Coupons of such Series) and if, but only if, the Trustee shall so require, shall be notified by the relevant Issuer to the Noteholders (or, as the case may be, the Holders of Notes of such Series) in accordance with Condition 14 as soon as practicable thereafter. 26 Power to delegate The Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by these presents, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustee may think fit in the interests of the Noteholders (or, as the case may be, the Holders of Notes of any one or more Series) and provided that the Trustee shall have exercised reasonable care in the selection of such delegate and subject to the proviso in Clause 22, it shall not be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. The Trustee shall give prompt notice to the relevant Issuer of the appointment of any delegate as aforesaid and shall procure that any delegate shall also give prompt notice to the relevant Issuer or any sub-delegate. 27 Competence of a majority of Trustees Whenever there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by these presents in the Trustee generally. 28 Appointment of New Trustees (A) The power of appointing new trustees shall be vested in the Issuers but, subject to sub-clause (B) of this Clause, no person shall be appointed as Trustee in relation to any Series who shall not previously have been approved by an Extraordinary Resolution of the Holders of Notes of that Series. A trust corporation may be appointed sole trustee of the presents but subject thereto there shall be at least two trustees of these presents one at least of which shall be a trust corporation. Any 36 appointment of a new trustee hereof shall as soon as practicable thereafter be notified by the Issuers to the Paying Agents and to the Noteholders. The Noteholders shall together have the power, exercisable by Extraordinary Resolution, to remove any trustee or trustees for the time being of these presents. The removal of any trustee shall not become effective unless there remains a trustee of these presents (being a trust corporation) in office after such removal. (B) Notwithstanding the provisions of sub-clause (A) of this Clause, the Trustee may, upon giving prior notice to but without the consent of the Issuers or the Guarantors or the Noteholders or Couponholders (or, as the case may be, the Holders of Notes or Coupons of any one or more Series), appoint any person established or resident in any jurisdiction (whether a trust corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee (i) if the Trustee considers such appointment to be in the interests of the Holders of the Notes of the relevant Series or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts are to be performed. The Issuers hereby irrevocably appoint the Trustee to be their attorney in their name and on their behalf to execute any such instrument of appointment. Such person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred on or imposed by the instrument of appointment (which shall include all relevant obligations which are imposed on the Trustee). The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee. 29 Retirement of Trustees (A) Any Trustee for the time being of these presents may retire at any time upon giving not less than three months’ notice in writing to each Issuer and each Guarantor without assigning any reason and without being responsible for any costs occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee of the presents (being a trust corporation) in office after such retirement. Each of the Issuers covenants that in the event of a trustee giving such notice under this Clause it shall use its best endeavours to procure a new trustee to be appointed. (B) Where there are outstanding separate Series of Notes constituted by this Deed the powers conferred upon the Issuers and the Guarantors, the Noteholders and the Trustee by Clause 28 and sub-clause (A) of this Clause 29 shall, at the discretion of the person exercising such power, be capable of being exercised, and shall be effective where so expressed to be exercised, to enable a new trustee to be appointed, a trustee to be removed, a trustee to retire and a separate trustee or co- trustee to be appointed separately in relation to each such separate Series of Notes as aforesaid, and “Trustee” as used in this Deed shall be construed accordingly. In the event of the foregoing provisions of this sub-clause (B) resulting in there being more than one Trustee at any one time, executed originals of this Deed and all other original documentation shall be held by or to the order of The Law Debenture Trust 37 Corporation p.l.c. if still trustee of any of the said separate Series of the Notes, or by such one of the trustees as the Issuers or Guarantors may, subject to any contrary direction of the Noteholders of the relevant Series by Extraordinary Resolution, from time to time designate. 30 Powers of the Trustee are additional The powers conferred by these presents upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the Holder of any of the Notes or Coupons. 31 Currency Indemnity (A) If a judgment or order is rendered by a court of any particular jurisdiction for the payment of any amounts owing to the Trustee or any of the Noteholders or, as the case may be, Couponholders under these presents or any of the Notes or Coupons or under a judgment or order of a court of any other jurisdiction in respect thereof or for the payment of damages in respect of either thereof and any such judgment or order is expressed in a currency (in this Clause referred to as the “Judgment Currency”) other than the currency in which such amounts are so owing (the “relevant currency”) and the Trustee or the Noteholders or, as the case may be, Couponholders do not have an option to have such judgment or order of such court expressed in the relevant currency, the relevant Issuer (failing which the relevant Guarantor(s)) shall be liable, as a separate and independent obligation, to indemnify and hold the Trustee and the Noteholders and Couponholders harmless against any deficiency arising or resulting from any variation between (1) the rate of exchange applied in converting any amount expressed in the relevant currency into the Judgment Currency for the purposes of such judgment or order and (2) the rate of exchange of the Judgment Currency for the relevant currency as at the date or dates of discharge of the said judgment or order. (B) If as a result of any judgment expressed in a Judgment Currency as is referred to in sub-clause (A) of this Clause and a variation in rates of exchange as therein mentioned the amount received by the Trustee, if converted on the date of payment into the relevant currency, would yield a sum in excess of the sum (expressed in the relevant currency) due to the Trustee, the Trustee shall hold such excess to the order of the relevant Issuer. 32 Notices Any notice or demand to any Issuer, or any Guarantor or the Trustee or any approval or certificate of the Trustee required to be given, made or served for any purpose of these presents shall be given, made or served by sending the same by pre-paid post (first-class if inland, airmail if overseas), electronic communication or by delivering the same by hand as follows: if to Unilever Finance Netherlands B.V.: Address: Weena 455 3013 AL Rotterdam the Netherlands
38 Tel: +31 10 217 4000 Email: emily.craske@unilever.com and rebecca.rigby@unilever.com Attention: Company Secretarial Department if to Unilever PLC: Address: Unilever House 100 Victoria Embankment London EC4Y 0DY Tel: +44 20 7822 5252 Email: emily.craske@unilever.com and rebecca.rigby@unilever.com Attention: Group Secretary if to Unilever Capital Corporation: Address: 700 Sylvan Avenue Englewood Cliffs New Jersey 07632 United States of America Tel: +1 855 983 7830 Email: natalia.cavaliere@unilever.com, david.schwartz@unilever.com, legalnotices.us@unilever.com Attention: Corporate & Transactions Team if to Unilever United States, Inc.: Address: 700 Sylvan Avenue Englewood Cliffs New Jersey 07632 United States of America Tel: +1 885 983-7830 Email: natalia.cavaliere@unilever.com, david.schwartz@unilever.com, legalnotices.us@unilever.com Attention: Corporate & Transactions Team 39 if to the Trustee to: Address: Eighth Floor 100 Bishopsgate London EC2N 4AG Email: trust.support@lawdebenture.com Attention: The Manager, Commercial Trusts (ref: 6671) or at such other address as shall have been notified (in accordance with this Clause) by the party in question to the other parties hereto for the purposes of this Clause and any notice sent by post as provided in this Clause shall be deemed to have been given, made or served 48 hours (in the case of inland post) or 14 days (in the case of overseas post) after despatch, (if in writing) when delivered and (if by electronic communication) when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication. A notice given under this Trust Deed but received on a day which is not a Business Day (as defined in the Sixth Schedule to this Trust Deed) or after 5.00 p.m. on a Business Day in the place of receipt will only be deemed to be given on the next Business Day in that place. In the case of a notice or demand to any Issuer, a copy of such notice or demand shall, in addition, be given, made or served hereunder to each of the Guarantors. 33 Contracts (Rights of Third Parties) Act 1999 The parties to this Trust Deed do not intend that any term of this Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Trust Deed. 34 Governing Law These presents, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law and, in relation to all claims arising hereunder, whether contractual or non-contractual, UFN, UCC and UNUS severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings arising hereunder (together referred to as “Proceedings”) may be brought in such courts. Nothing contained in this Clause shall limit any right to take Proceedings against UFN, UCC, UNUS or PLC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of UFN, UCC and UNUS irrevocably agrees that any Proceedings in England or any demand or any notice in respect of Notes may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 for the time being of PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of PLC or such other official of PLC as UFN, UCC or, as the case may be UNUS may have notified in writing to the Trustee and the Trustee shall from time to time have approved. In witness whereof this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. 40 The First Schedule Form of Temporary Global Note Series Number: [●] Serial Number: [●] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1 THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] TEMPORARY GLOBAL NOTE representing up to [Aggregate principal amount of Series] [Title of Notes] irrevocably and unconditionally guaranteed by [UNILEVER PLC][UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] This Temporary Global Note is issued in respect of [principal amount of Temporary Global Note] in principal amount of an issue of [aggregate principal amount of Series] in aggregate principal amount of [title of Notes] (the “Notes”) by [name of Issuer] (the “Issuer”) and has the benefit of the guarantee of [●] (the “Guarantor[s]”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22 July 1994 (the “Trust Deed”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of Notes from time to time). The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) and the final terms or the pricing supplement (as applicable) (the “Final Terms”) prepared in relation to the Notes to pay to the bearer upon surrender hereof on [maturity date] or on such earlier 1 Include bracketed language on all Notes with maturities of more than 365 days. 41 date as the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein] all subject to and in accordance with the Conditions. If the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Temporary Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the “ICSDs”). The records of the ICSDs (which expression in this Temporary Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Temporary Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence of the records of such ICSD at that time. If the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Temporary Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto. Except as specified herein, the bearer of this Temporary Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Temporary Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On or after the date (the “Exchange Date”) which is 40 days after the original issue date of the Notes, upon notice being given to the Principal Paying Agent, not earlier than the Exchange Date in substantially the form set out in Annex 1 hereto, by an ICSD acting on the instructions of any holder of an interest in this Temporary Global Note, this Temporary Global Note is exchangeable in whole or in part for, as specified in the applicable Final Terms, either (a) either, if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, interests recorded in the records of the ICSDs in a Permanent Global Note or, if the applicable Final Terms indicated this Temporary Global Note is not intended to be a New Global Note, a permanent global note (the “Permanent Global Note”) representing the Notes and in substantially the form (subject to completion) set out in the Second Schedule to the Trust Deed or (b) definitive notes (“Definitive Notes”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed. On an exchange of the whole of this Temporary Global Note, this Temporary Global Note shall be surrendered to or to the order of Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such at its specified office in relation to the Notes). The Issuer shall procure that: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for a Permanent Global Note, on an exchange of the whole or part only of this Temporary Global Note, details of such exchange shall be entered pro rata in the records of the ICSDs such that the nominal amount of Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged; or
42 (b) if the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note or if the applicable Final Terms indicate that this Temporary Global Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for Definitive Notes, on an exchange of part only of this Temporary Global Note details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto, whereupon the nominal amount of this Temporary Global Note and the Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged. On any exchange of this Temporary Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule to the Permanent Global Note. If interests in a Temporary Global Note are exchanged for a Permanent Global Note as provided above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes, as provided above. [Payments of interest otherwise falling due before the Exchange Date will be made only: (a) upon presentation of the Temporary Global Note to the Principal Paying Agent at its specified office in relation to the Notes provided that no such presentation shall be required if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note; and (b) upon or to the extent of delivery to the Principal Paying Agent of a certificate or certificates issued by Euroclear Bank SA/NV or Clearstream Banking S.A. or the operator of any other relevant clearing system and dated not earlier than the relevant interest payment date in substantially the form set out in Annex II hereto.] [On any occasion on which a payment of interest is made in respect of this Temporary Global Note, the Issuer shall procure that either: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.] On any occasion on which a payment of principal or redemption amount is made in respect of this Temporary Global Note or on which Notes represented by this Temporary Global Note are to be cancelled, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment, redemption or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes in respect of which such payment is made (or, in the case of partial payment, the corresponding part thereof); and (b) if the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Temporary Global Note (which shall be the previous principal amount 43 hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Temporary Global Note shall for all purposes be as most recently so noted. Payments due in respect of Notes for the time being represented by this Temporary Global Note shall be made to the bearer of this Temporary Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. This Temporary Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law. [The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“Proceedings”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law preclude the taking of proceedings in any other jurisdiction.]2 This Temporary Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the applicable Final Terms indicate that this Temporary Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs. As witness the manual signature of a duly authorised officer on behalf of the Issuer. [Name of Issuer] By [manual signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●] 2 Insert where Issuer is not incorporated in England and Wales. 44 AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [EFFECTUATED without recourse, warranty or liability by By as common safekeeper [manual signature]3 Name: Title: 3 Effectuation is only required if this Temporary Global Note is a New Global Note (i) which is intended to be a Eurosystem- eligible New Global Note, as specified in the applicable Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable. 45 The Schedule4 Payments, Delivery of Definitive Notes, Exchange for Permanent Global Note and Cancellation of Notes Date of payment, delivery or cancellation Amount of interest then paid Amount of principal or, as the case may be, redemption amount then paid Aggregate principal amount of Definitive then delivered Aggregate principal amount of this Temporary Global Note then exchanged for the Permanent Global Note Aggregate principal amount of Note then cancelled Remaining principal amount of this Temporary Global Note Authorised Signatory 4 This Schedule should only be completed where the applicable Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note.
46 Annex I [Form of certificate to be given in relation to exchanges of this Temporary Global Note for the Permanent Global Note or Definitive Notes:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Trust Deed dated 22 July 1994 as amended, restated or supplemented from time to time, as of the date hereof [●] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trusts (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), or (iv) is beneficially owned either by non-U.S. persons or U.S. persons who purchased such securities in a transaction that did not require registration under the U.S. Securities Act of 1933 (the “Securities Act”) (terms used in this clause (iv) shall have the meanings assigned to them in Regulation S under the Securities Act) or state securities laws, and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i), (ii) or (iv)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 47 We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. Dated: 5[●] [Euroclear Bank SA/NV/ Clearstream Banking S.A.] By [authorised signature] Name: Title: 5 To be dated not earlier than the Exchange Date. 48 Annex II [Form of certificate to be given in relation to payments of interest falling due before the Exchange Date:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Trust Deed dated 22 July 1994, as of the date hereof [●] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” and described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. 49 Dated: 6[●] [Euroclear Bank SA/NV/ Clearstream Banking S.A.] By [authorised signature] Name: Title: 6 To be dated not earlier than the relevant interest payment date.
50 Annex III [Form of account-holder’s certification referred to in preceding certificates:] [Name of Issuer] [Aggregate principal amount and title of Notes] This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“United States persons”), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “acquired through” and “holding through” are described in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date. This certification excepts and does not relate to [●] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings. 51 Dated: 7[●] [Account-holder] as or as agent for the beneficial owner of the Notes. By [authorised signature] Name: Title: 7 To be dated not earlier than 15 days before the Exchange Date or, as the case may be, the relevant interest payment date. 52 The Second Schedule Form of Permanent Global Note Series Number: [●] Serial Number: [●] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1 THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 1 Include bracketed language on all Notes will maturities of more than 365 days. 53 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] PERMANENT GLOBAL NOTE in respect of [principal amount of Global Note] representing up to [Aggregate principal amount of Series] [Title of Notes] unconditionally and irrevocably guaranteed by [UNILEVER PLC][UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] This Permanent Global Note is issued in respect of [principal amount of Permanent Global Note] in principal amount of an issue of [aggregate principal amount of Series] in aggregate principal amount of [title of Notes] (the “Notes”) by [NAME OF ISSUER] (the “Issuer”) and has the benefit of the guarantee (the “Guarantee”) of [●] (the “Guarantor[s]”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22 July 1994 (the “Trust Deed”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of the Notes from time to time). The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) of the Notes and the final terms or the pricing supplement (as applicable) (the “Final Terms”) prepared in relation to the Notes, to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal sum of [denomination in words and numeral] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein], all subject to and in accordance with the Conditions. If the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this New Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the “ICSDs”). The records of the ICSDs (which expression in this Permanent Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Permanent Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of such ICSD at that time. If the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be
54 the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto. The bearer of this Permanent Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. If so specified in the applicable Final Terms, this Permanent Global Note is exchangeable in whole (but not in part only) for definitive Notes (“Definitive Notes”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed upon the exercise of the relevant option by the bearer hereof and, unless otherwise specified in the applicable Final Terms, at the cost of the Issuer. In order to exercise such option, the bearer hereof must, not less than forty-five days before the date upon which the delivery of such Definitive Notes is required, deposit this Permanent Global Note with Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”), which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such) at its specified office with the form of exchange endorsed hereon duly completed. This Permanent Global Note will, in any event, be exchangeable in whole, but not in part, (at the cost of the Issuer) for Definitive Notes if: (i) Closure of clearing systems: Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream Luxembourg”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; (ii) Default: any of the circumstances described in Condition 10A occur and the Notes become due and payable; or (iii) Upon withholding or deduction: if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of such Notes which would not be required were such Notes in definitive form. [On any occasion on which a payment of interest is made in respect of this Permanent Global Note, the Issuer shall procure that either: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.] On any occasion on which a payment of principal or redemption amount is made in respect of this Permanent Global Note or on which this Permanent Global Note is exchanged as aforesaid or on which any Notes represented by this Permanent Global Note are to be cancelled, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment, redemption, exchange or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes 55 in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof); and (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Permanent Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Permanent Global Note shall for all purposes be as most recently so noted. Payments due in respect of Notes for the time being represented by this Permanent Global Note shall be made to the bearer of this Permanent Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Insofar as the Temporary Global Note by which the Notes were initially represented has been exchanged in part only for this Permanent Global Note and is then to be further exchanged as to the remaining principal amount or part thereof for this Permanent Global Note, then upon presentation of this Permanent Global Note to the Principal Paying Agent at its specified office in relation to the Notes and to the extent that the aggregate principal amount of such Temporary Global Note is then reduced by reason of such further exchange, the Issuer shall procure that: (a) if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the ICSDs; or (b) if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto. Upon any such exchange, the nominal amount of the Notes represented by this Permanent Global Note shall be increased by the nominal amount of the Notes so exchanged. This Permanent Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law. [The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“Proceedings”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.]2 2 Insert where Issuer is not incorporated in England or Wales. 56 This Permanent Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the applicable Final Terms indicate that this Permanent Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs. AS WITNESS the manual signature of a duly authorised officer on behalf of the Issuer. [NAME OF ISSUER] By [manual signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●] 57 AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [EFFECTUATED without recourse, warranty or liability by By as common safekeeper [manual signature]3 Name: Title: 3 Effectuation is only required if this Permanent Global Note is a New Global Note (i) which is intended to be a Eurosystem- eligible New Global Note, as specified in the applicable Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable.
58 Exchange Notice ……...................., being the bearer of this Permanent Global Note at the time of its deposit with the Principal Paying Agent at its specified office for the purposes of the Notes, hereby exercises the option to have this Permanent Global Note exchanged in whole for Notes in definitive form and directs that such Notes in definitive form be made available for collection by it from the Principal Paying Agent’s specified office. By (duly authorised) Name: Title: 59 The Schedule4 Payments, Delivery of Definitive Notes, further exchanges of the Temporary Global Note and Cancellation of Notes Date of payment, delivery, further exchange of Temporary Global Note or cancellation Amount of interest then paid Amount of principal or, as the case may be, redemption amount then paid Aggregate principal amount of Definitive then delivered Aggregate principal amount of further exchanges of Temporary Global Note Current principal amount of this Permanent Global Note Authorised Signatures 4 The Schedule should only be completed where the applicable Final Terms indicates that this Global Note is not intended to be a New Global Note. 60 The Third Schedule Form of Definitive Note Part A [On the face of the Notes:] [Denomination] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]12 THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] [Aggregate principal amount of Series] [Title of Notes] unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis /UNILEVER UNITED STATES, INC.] This [title of Notes] forms one of a series of [title of Notes] (the “Notes”) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever Finance Netherlands B.V./Unilever Capital Corporation/Unilever PLC]2 as issuer (the “Issuer”) and has the benefit of the guarantee of [Unilever PLC and Unilever United States, Inc./Unilever United States, Inc.]3 (the “Guarantor[s]” contained in the trust deed defined below) [on a joint and several basis ]and is issued pursuant to a trust deed (the “Trust Deed” which expression shall include any amendments or supplements thereto) dated 22 July 1994 and made between, inter alios, the Issuer and the other companies named therein as issuers, the Guarantor[s] and the other companies named therein as guarantors and The Law Debenture Trust Corporation p.l.c., as trustee. The Issuer for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto/incorporated by reference herein] and the Final Terms referred to therein and prepared in relation to the Notes and the Trust Deed, to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal amount of: 12 Include bracketed language on all Notes with maturities of more than 365 days. 61 [denomination in words and numerals] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof at the rate or rates specified therein]13. [Pursuant to the Dutch Saving Certificates Act (Wet inzake spaarbewijzen), each transfer and acceptance of this Note (other than between individuals who do not act in the conduct of a profession or trade): (a) must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and (b) if it involves its physical delivery, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.]14 [Pursuant to the Dutch Saving Certificates Act (Wet inzake spaarbewijzen), each transfer and acceptance of this Note (other than between individuals who do not act in the conduct of a profession or trade): (a) must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and (b) it if involves its physical delivery and unless it is made between a professional borrower and a professional lender, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.]15 [This Note shall not]16 [Neither this Note nor any of the interest coupons appertaining hereto shall17 be valid for any purpose until this Note has been authenticated for and on behalf of as principal paying agent. This Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law. As witness the facsimile signature of a duly authorised officer on behalf of the Issuer. [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]18 [Name of Issuer] 13 Insert only where Notes are interest bearing. 14 Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as savings certificates as defined in the Dutch Savings Certificates Act (Wet inzake spaarbewijzen), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) do not qualify as commercial paper or certificates of deposit. 15 Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as saving certificates as defined in the Dutch Savings Certificates Act (Wet inzake spaarbewijzen), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) qualify as commercial paper or certificates of deposit. 16 Insert only where Notes are not interest bearing. 17 Insert only where Notes are interest bearing. 18 Amend as appropriate.
62 By [manual or facsimile signature] (duly authorised) Name: Title: ISSUED in London as of [●] [●] AUTHENTICATED for and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent without recourse, warranty or liability By [manual signature] (duly authorised) Name: Title: [Where no provision is made for separate coupons for the payment of interest the appropriate grid to record payments of principal and/or interest, as the case may be, should be included.] [On the reverse of the Notes:] TERMS AND CONDITIONS [As set out in the Sixth Schedule and as supplemented by the applicable Final Terms] [At the foot of the Terms and Conditions:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7050) 1000 EA Amsterdam the Netherlands 63 Part B Forms of Coupon [Attached to the Notes (interest-bearing, fixed rate and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]19 [UNILEVER FINANCE NETHERLANDS B.V., a company having its corporate seat in Rotterdam, the Netherlands/UNILEVER CAPITAL CORPORATION/UNILEVER PLC]20 Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]21 [Amount and title of Notes] [Serial Number: [●]] Coupon for [●] due on [●] This Coupon is payable to bearer (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Note”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders). [The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.]22 [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]23 By [manual or facsimile signature]24 (duly authorised) Name: Title: 19 Include bracketed language on all Notes with maturities of more than 365 days. 20 Amend as appropriate. 21 Amend as appropriate. 22 Delete if the Coupons are not to become void upon early redemption of the Note(s). 23 Amend as appropriate 24 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. 64 [On the reverse of each Coupon] 65 PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7050) 1000 EA Amsterdam the Netherlands
66 Part C [Attached to the Notes (interest-bearing, floating rate and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]25 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]26 [Amount and title of Notes] Coupon for the amount of interest due on [●] Such amount is payable (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Notes”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders). [The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.]27 [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]28 By [manual or facsimile signature]29 (duly authorised) Name: Title: 25 Include bracketed language on all Notes with maturities of more than 365 days. 26 Amend as appropriate. 27 Delete if the Coupons are not to become void upon early redemption of the Notes. 28 Amend as appropriate. 29 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. 67 [On the reverse of each Coupon:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7050) 1000 EA Amsterdam the Netherlands 68 Part D Form of Talon [Attached to the Notes (interest-bearing and having Coupons):] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]30 [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] Unconditionally and irrevocably guaranteed by [UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis/ UNILEVER UNITED STATES, INC.]23 [Amount and title of Notes] Talon for further Coupons After all the Coupons appertaining to the Note to which this Talon appertains have matured, further Coupons [(including a Talon for further Coupons)] will be issued at the specified office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly given in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “Notes”) to which this Talon appertains and the Final Terms referred to therein (which shall be binding on the Holder of this Talon whether or not it is for the time being attached to such Note) upon production and surrender of this Talon. The initial Paying Agents and their specified offices are set out on the reverse hereof. Under the said terms and conditions, such Notes may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof. [●] [UNILEVER FINANCE NETHERLANDS B.V./UNILEVER CAPITAL CORPORATION/UNILEVER PLC]31 By [manual or facsimile signature]32 (duly authorised) 30 Include bracketed language on all Notes with maturities of more than 365 days. 31 Amend as appropriate. 32 In the case of Unilever Finance Netherlands B.V., include the name and the title of the signatory. 69 Name: Title: [On the reverse of each Talon:] PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7050) 1000 EA Amsterdam the Netherlands
70 The Fourth Schedule Form of Global Certificate [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] guaranteed by [UNILEVER PLC] [and] [UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] GLOBAL CERTIFICATE Global Certificate No. [●] This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of [Unilever Finance Netherlands B.V.][Unilever Capital Corporation][Unilever PLC] (the “Issuer”) and guaranteed by [Unilever PLC] [and] [Unilever United States, INC.] (the “Guarantor[s]”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. Interpretation and Definitions References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in the Sixth Schedule to the Trust Deed (as amended or supplemented as at the Issue Date, the “Trust Deed”) dated 16 May 2023 between the Issuer and the other parties names therein as issuers, the Guarantor[s][ and the other parties named therein as guarantors] and The Law Debenture Trust Corporation p.l.c. as trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed. Promise to Pay The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior 71 to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Global Certificate, (a) the holder of the Notes represented by this Global Certificate is bound by the provisions of the Paying Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of the Notes represented by this Global Certificate. Exchange for Individual Certificates This Global Certificate will be exchanged in whole (but not in part) for duly authenticated and completed Individual Certificates (which expression has the meaning given in the Trust Deed) in accordance with the Paying Agency Agreement if the Final Terms specifies "In the limited circumstances described in the Global Certificate”, then if either of the following events occurs: (i) Closure of clearing systems: Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream Luxembourg”) or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; (ii) Default: any of the circumstances described in Condition 10A occur and the Notes become due and payable; or (iii) Upon withholding or deduction: if the Trustee is satisfied that, on the occasion of the next payment due in respect of the Notes of the relevant Series, the Issuer or any of the Paying Agents would be required to make any deduction or withholding from any payment in respect of such Notes which would not be required were such Notes in definitive form. Delivery of Individual Certificates Whenever this Global Certificate is to be exchanged for Individual Certificates, such Individual Certificates shall be issued in an aggregate principal amount equal to the principal amount of this Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate to the Registrar of such information as is required to complete and deliver such Individual Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of this Global Certificate at the specified office of the Registrar. Such exchange shall be effected in accordance with the provisions of the Trust Deed and the Paying Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Paying Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be imposed in connection with such exchange. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 1(j) may only be made in part: (i) if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”) 72 and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or (ii) with the consent of the Issuer, provided that, in the case of the first transfer of part of a holding pursuant to (i) above, the holder of the Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its specified office of such holder’s intention to effect such transfer. Where the holding of Notes represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the transferee upon transfer of such holding shall be a Global Certificate. Where transfers are permitted in part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System. Meetings For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall (unless this Global Certificate represents only one Note) be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and as being entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes. This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar and, in the case of Registered Notes held under the NSS only, effectuated by the entity appointed as Common Safekeeper by the relevant Clearing Systems. This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. SIGNATURE PAGE TO THE GLOBAL CERTIFICATE In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf. Dated as of the Issue Date. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] By: CERTIFICATE OF AUTHENTICATION This Global Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG S.A. as Registrar By: Authorised Signatory For the purposes of authentication only. Effectuation This Global Certificate is effectuated by or on behalf of the Common Safekeeper [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation of Registered Notes held through the NSS only
74 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Notes represented by this Global Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Noteholder should state the capacity in which he signs e.g. executor. 75 Schedule [Insert the provisions of the applicable Final Terms that relate to the Conditions or the Global Certificate as the Schedule.] 76 The Fifth Schedule Form of Individual Certificate [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] [(incorporated with limited liability under the laws of the Netherlands, whose corporate seat is in Rotterdam, the Netherlands)][(incorporated with limited liability under the laws of the state of Delaware)][(incorporated with limited liability under the laws of England)] guaranteed by [UNILEVER PLC] [and] [UNILEVER UNITED STATES, INC.] [(incorporated with limited liability under the laws of England)][(incorporated with limited liability under the laws of the state of Delaware)] Series No. [●] [Title of issue] This Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at the date hereof, registered as the holder of [nominal amount] of Notes of the Series of Notes referred to above (the “Notes”) of [Unilever Finance Netherlands B.V.][Unilever Capital Corporation][Unilever PLC] (the “Issuer”) guaranteed by [Unilever PLC] [and] [Unilever United States, INC.] (the “Guarantor[s]”), designated as specified in the title hereof. The Notes are subject to the Terms and Conditions (the “Conditions”) endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed referred to in the Conditions. Expressions defined in the Conditions have the same meanings in this Certificate. The Issuer, for value received, promises to pay to the holder of the Note(s) represented by this Certificate (subject to surrender of this Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Certificate and (unless the Note(s) represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound by the provisions of the Paying Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes only on due registration on the Register, and (e) only the holder of the Note(s) represented by this Certificate is entitled to payments in respect of the Note(s) represented by this Certificate. This Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar. 77 In witness whereof the Issuer has caused this Certificate to be signed on its behalf. Dated as of the Issue Date. [UNILEVER FINANCE NETHERLANDS B.V.][UNILEVER CAPITAL CORPORATION][UNILEVER PLC] By: CERTIFICATE OF AUTHENTICATION This Certificate is authenticated by or on behalf of the Registrar. DEUTSCHE BANK LUXEMBOURG S.A. as Registrar By: Authorised Signatory For the purposes of authentication only.
78 On the back:i Terms and Conditions of the Notes [The Terms and Conditions that are set out in the Sixth Schedule to the Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the applicable Final Terms shall be set out here.] 79 Form of Transfer For value received the undersigned transfers to .................................................................... .................................................................... (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) [●] nominal amount of the Notes represented by this Certificate, and all rights under them. Dated ........................................................ Signed ............................................. Certifying Signature Notes: (i) The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require. (ii) A representative of the Noteholder should state the capacity in which he signs. Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same meaning as in the Trust Deed dated 16 May 2023 between the Issuer and the other parties named therein as issuers, the Guarantor[s][ and the other parties named therein as guarantors] and The Law Debenture Trust Corporation p.l.c. as trustee. [TO BE COMPLETED BY TRANSFEREE: [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] PRINCIPAL PAYING AGENT & TRANSFER AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom PAYING AGENT ABN AMRO Bank N.V. Gustav Mahlerlaan 10 P.O. Box 283 (HQ7212) 1000 EA Amsterdam the Netherlands REGISTRAR Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Luxembourg 80 The Sixth Schedule Terms and Conditions of the Notes The Notes are constituted by a trust deed dated [16 May] 2023 (the “Trust Deed”, which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever Finance Netherlands B.V. (“UFN”), Unilever PLC (“PLC”) and Unilever Capital Corporation (“UCC”) as issuers (the “Issuers” and each an “Issuer”, which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15 or 17), PLC and Unilever United States, Inc. (“UNUS”) as guarantors of the Notes as hereinafter described (the “Guarantors” and each a “Guarantor”) and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the “Noteholders”). Pursuant to the Trust Deed, the Notes issued by (i) UFN (the “UFN Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC (the “PLC Notes”) are guaranteed unconditionally and irrevocably by UNUS and (iii) UCC (the “UCC Notes” and, together with the UFN Notes and the PLC Notes, the “Notes”) are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS. These terms and conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Coupons and Talons referred to below. A paying agency agreement dated 22 July 1994 (the “Paying Agency Agreement”, which expression shall include any amendments or supplements thereto or any restatement thereof) has been entered into between UFN, PLC, UNUS and UCC in their capacities as Issuers and Guarantors (as applicable), Deutsche Bank AG, London Branch as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement), the paying agents named therein (the “Paying Agents”, which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement), the registrar for the time being (the “Registrar”), the transfer agents for the time being (the “Transfer Agents”) (which expression shall include the Registrar) and the Trustee. Noteholders and the holders of the interest coupons relating to interest bearing Notes in bearer form (the “Coupons”) and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement which are applicable to them. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Eighth Floor, 100 Bishopsgate, London EC2N 4AG) and at the specified office of each of the Paying Agents. The Notes are issued in series (each a “Series”), and each Series may comprise one or more tranches (“Tranches” and each a “Tranche”) of Notes. Each Tranche will be the subject of final terms or a pricing supplement (“Final Terms”) prepared by, or on behalf of, the Issuer, a copy of which will, in the case of a Tranche of Notes which is to be listed on the Euronext in Amsterdam (“Euronext Amsterdam”) and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange, be lodged with Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes. In these Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series, references to Coupons are to Coupons appertaining to interest bearing Notes in bearer form of the relevant Series, references to the Issuer are to the Issuer of such Notes, references to the Guarantor(s) are references to the Guarantor(s) of such Issuer’s obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed. 81 1 Form and Denomination (a) The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”). UCC may only issue Registered Notes. Each Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note or a combination of any of the foregoing. All payments in respect of each Note shall be made in the currency shown on its face. Bearer Notes (b) Each Tranche of Bearer Notes will be represented upon issue by a temporary global note (a “Temporary Global Note”) in substantially the form (subject to amendment and completion) scheduled to the Trust Deed and, if so specified in the relevant Final Terms, such Temporary Global Note shall be a New Global Note. On or after the date (the “Exchange Date”) which is 40 days after the completion of distribution of the Bearer Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for: (i) interests in a permanent global note (a “Permanent Global Note”) representing the Bearer Notes of that Tranche and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed; or (ii) definitive Bearer Notes in bearer form (“Definitive Notes”) which will be serially numbered and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed. If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to sub-paragraph (i) above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes described in sub-paragraph (ii) above. Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States. (c) If any date on which a payment of interest is due on the Bearer Notes of a Tranche occurs while any of the Bearer Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg”) or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification. If so specified in the relevant Final Terms, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the holder of such Permanent Global Note and in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and, unless otherwise specified in the relevant Final Terms, at the Issuer’s cost, for Definitive Notes. In order to exercise such option, the holder must, not less than 45 days before the date on which delivery of Definitive Notes in global or definitive form is required, deposit the relevant Permanent Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes:
82 (i) if any Bearer Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. In relation to any issue of Bearer Notes which are represented by a Temporary Global Note which is expressed to be exchangeable for Definitive Notes or an issue of Bearer Notes which are represented by a Permanent Global Note exchangeable for Definitive Notes at the option of the holder, such Bearer Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified Denomination) and multiples thereof. The exchange upon notice option should not be expressed to apply in the relevant Final Terms if the Specified Denomination of the Bearer Notes includes language substantially to the following effect: “€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000.” Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Bearer Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes. (d) Interest-bearing Definitive Notes will have attached thereto at the time of their initial delivery Coupons, the presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes will also, if applicable, have attached thereto, at the time of their initial delivery, a Talon for further coupons and the expression “Coupons” shall, where the context so permits, include Talons. (e) The following legend will appear on all Bearer Notes with maturities of more than 365 days and (in the case of Definitive Notes) on Coupons and Talons appertaining thereto: “Any United States person who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. The Internal Revenue Code sections referred to above provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes, Coupons or Talons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Bearer Notes or Coupons. (f) Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. Registered Notes (g) Each Tranche of Registered Notes will be represented by either: (i) individual note certificates in registered form ("Individual Certificates"); or (ii) one or more global note certificates ("Global Certificate(s)"), in each case, as specified in the relevant Final Terms. A certificate ("Certificate") will be issued to each holder of Registered Notes in respect of its registered holding. Each Note represented by a Global Certificate will either be: (A) in the case of a Global Certificate which is not to be held under the new safekeeping structure (“NSS”), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Certificate will be deposited on or about the issue date 83 with the common depositary and/or the sub-custodian; or (B) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. If the relevant Final Terms specifies the form of Notes as being “Individual Certificates”, then the Notes will at all times be represented by Individual Certificates issued to each Noteholder in respect of their respective holdings. (h) Registered Notes may not be exchanged for Bearer Notes. (i) If the relevant Final Terms specifies the form of Notes as being "Global Certificate exchangeable for Individual Certificates", then the Notes will initially be represented by one or more Global Certificates each of which will be exchangeable in whole, but not in part, for Individual Certificates: (i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or (ii) at any time, if so specified in the relevant Final Terms; or (iii) if the relevant Final Terms specifies "in the limited circumstances described in the Global Certificate", then: a. if any Registered Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or b. if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days. Whenever a Global Certificate is to be exchanged for Individual Certificates, each person having an interest in a Global Certificate must provide the Registrar (through the relevant clearing system) with such information as the Issuer and the Registrar may require to complete and deliver Individual Certificates (including the name and address of each person in which the Notes represented by the Individual Certificates are to be registered and the principal amount of each such person's holding). Whenever a Global Certificate is to be exchanged for Individual Certificates, the Issuer shall procure that Individual Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Certificate to the Registrar of such information as is required to complete and deliver such Individual Certificates against the surrender of the Global Certificate at the specified office of the Registrar. Such exchange will be effected in accordance with the provisions of the Trust Deed and the Paying Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled to the Paying Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. (j) One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee 84 in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register (as defined below) will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Paying Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request. (k) In the case of an exercise of an Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. (l) Each new Certificate to be issued pursuant to Conditions 1(j) or 1(k) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 7(f)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 1(m), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). (m) Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). (n) No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 7(c)(1), 7(c)(2) or 7(c)(4), (ii) after any such Note has been called for redemption or (iii) during the period of seven days ending on (and including) any Record Date. Denomination of Notes (o) Subject to any then applicable legal and regulatory requirements, (i) Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by either the smallest denomination or by the smallest increment between denominations, whichever is smaller) specified in the relevant Final Terms and (ii) Notes may not be issued under the Programme which have a minimum denomination of less than €100,000 (or its equivalent in another currency). Notes of one denomination will not be exchangeable, after their initial delivery, for Notes of any other denomination. 85 Currency of Notes (p) Notes may be denominated in any currency (including, without limitation, euro (as defined in Condition 8C(3)) subject to compliance with all applicable legal or regulatory requirements. References to “Notes” (q) For the purposes of these Conditions, references to “Notes” shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes, Definitive Notes, Global Certificates or Individual Certificates. 2 Status of the Notes Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law). 3 Status of the Guarantee Subject to Condition 4, the obligations of each Guarantor under the guarantee constitute unsecured obligations of such Guarantor and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor. 4 Negative Pledge (A) Negative Pledge for UFN Notes So long as any UFN Notes remain outstanding (as defined in the Trust Deed): (a) UFN will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UFN Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UFN Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(A) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UFN arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable.
86 (B) Negative Pledge for PLC Notes So long as any PLC Notes remain outstanding (as defined in the Trust Deed), PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the PLC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the PLC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(B) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. (C) Negative Pledge for UCC Notes So long as any UCC Notes remain outstanding (as defined in the Trust Deed): (a) UCC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any part of its undertaking or assets (including any uncalled capital), present or future; and (b) PLC will not create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the UCC Notes and the Coupons thereon shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the UCC Notes and the Coupons thereon shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders, provided that the restriction contained in this Condition 4(C) shall not apply to: (i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and (ii) any security over assets of PLC or UCC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable. For the purposes of this Condition 4: “Indebtedness” means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and “substantial” means an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of PLC and its group companies (being those companies required to be consolidated in accordance with United Kingdom legislative requirements relating to consolidated accounts) 87 (the “Unilever Group”, and any company within the Unilever Group being referred to herein as a “Group Company”), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the Auditors of PLC that, in their opinion, (1) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. 5 Title (a) Title to the Bearer Notes, the Coupons and the Talons will pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Paying Agency Agreement (the “Register”). In these Conditions, “Noteholder” means the bearer of any Bearer Note relating to it or the person in whose name a Registered Note is registered (as the case may be), “holder” (in relation to a Note, Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be). (b) The Issuer, the Guarantor(s), the Trustee, the Paying Agents, the Registrar and the Transfer Agents may deem and treat the holder of any Note or Coupon as the absolute owner thereof (whether or not such Note or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof (or that of the related Certificate) or any express or constructive notice of any claim by any other person of any interest therein) for the purpose of making payments and for all other purposes. 6 Interest Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. The Final Terms in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Condition 6A, 6B or 6C shall be applicable and Condition 6D will be applicable to each Tranche of interest- bearing Notes as specified therein. Condition 6G shall be applicable to Zero Coupon Notes. (A) Interest – Fixed Rate Notes, in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable, shall bear interest from their date of issue (the “Issue Date”) (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms at the rate or rates per annum (or otherwise) (the “Fixed Rate of Interest”) specified in the relevant Final Terms. Such interest will be payable in arrear on such dates (the “Fixed Interest Payment Dates”) as are specified in the relevant Final Terms and on the date of final maturity thereof (the “Maturity Date”). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and: (i) in the case of any such Note in global form, the principal amount of such Note; or (ii) in the case of any such Note in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction (as defined in Condition 6E(6)) as specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable and which is in definitive form comprises 88 more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual (ICMA) (as defined in Condition 6E(5)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6E(5)(v)). (B) Interest – Floating Rate (Screen Rate Determination) (1) Notes, in relation to which this Condition 6B is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B. (2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on each Interest Payment Date (as defined in Condition 6E(1)) and on the date of the final maturity thereof (the “Maturity Date”) (if any). (3) The relevant Final Terms, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the “Relevant Screen Page”), on the Reuters Screen or any other information vending service, shall be applicable. For these purposes, “Reuters Screen” means the Reuters Money Market Rates Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto). The reference rate for such Notes shall be the Euro interbank offered rate (“EURIBOR”), in each case for the relevant period, as specified in the relevant Final Terms (the “Reference Rate”). Screen Rate Determination for Floating Rate Notes not referencing Compounded Daily SONIA, Compounded Daily SOFR or Weighted Average SOFR (4) The rate of interest (the “Rate of Interest”) for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable and the Reference Rate in respect of the Notes is not specified in the relevant Final Terms as being “Compounded Daily SONIA”, “Compounded Daily SOFR” or “Weighted Average SOFR” shall, subject to Condition 6H or 6I (as applicable), be determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the following basis: (i) the Determination Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) in the relevant currency for a period of the duration of the relevant Interest Period according to the rate (or rates) appearing for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date (as defined in Condition 6B(6)). If five or more rates for deposits appear for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such rates for deposits; (ii) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may require, if fewer than three such rates for deposits so appear) or if the Relevant 89 Screen Page (or any replacement therefor) is unavailable or if the Reference Rate is unavailable on the Relevant Screen Page, the Issuer will request appropriate quotations and the Determination Agent will determine the arithmetic mean of the rates at which deposits in the relevant currency are offered by four major banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market, selected by the Determination Agent, at the Relevant Time on the Interest Determination Date to prime banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. If two or more of such banks provide the Issuer with such quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) of such quotations. “Euro-zone” means the zone comprising the member states of the European Union that from time to time have the euro as their currency; (iii) if, on any Interest Determination Date, only three such rates for deposits are so quoted by such banks, the Determination Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or (iv) if fewer than three or no rates are so quoted by such banks, the Determination Agent will determine the arithmetic mean of the rates quoted by four major banks in the Relevant Financial Centre (as defined in Condition 8B(1)) (or, in the case of Notes denominated in euro, in such financial centre or centres as the Issuer may select), selected by the Issuer, at approximately 11.00 a.m. (Relevant Financial Centre time (or local time at such other financial centre or centres as aforesaid)) on the Interest Determination Date for loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time, and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the “Margin”) specified in the relevant Final Terms and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Final Terms a minimum interest rate (the “Minimum Rate of Interest”) or a maximum interest rate (the “Maximum Rate of Interest”), then the Rate of Interest shall in no event be less than or, as the case may be, exceed such Minimum Rate of Interest or Maximum Rate of Interest. Unless otherwise specified in the relevant Final Terms, the Minimum Rate of Interest shall be deemed to be zero. (5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the “Interest Amount”) payable in respect of the principal amount of each denomination of such Notes specified in the relevant Final Terms for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and: (i) in the case of such Notes in global form, the principal amount of such Notes; or
90 (ii) in the case of such Notes in definitive form, the Calculation Amount, in each case, by the applicable Day Count Fraction specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note to which this Condition 6B is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6E(5)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual (ISDA) (as defined in Condition 6E(5)). (6) For the purposes of these Conditions: (i) “Interest Determination Date” means, in respect of any Interest Period, the date falling such number (if any) of London Banking Days or, as the case may be, TARGET Days as may be specified in the relevant Final Terms prior to the first day of such Interest Period or, if none is specified: (a) in the case of Notes denominated in sterling, the first day of such Interest Period; or (b) in the case of Notes denominated in euro, the date falling two TARGET Days prior to the first day of such Interest Period; or (c) in any other case, the date falling two London Banking Days prior to the first day of such Interest Period; (ii) “London Banking Day” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London; (iii) “Relevant Time” means the time as of which any rate is to be determined as may be specified in the relevant Final Terms or, if none is specified: (a) in the case of Notes denominated in euro, approximately 11.00 a.m. (Brussels time); or (b) in any other case, approximately 11.00 a.m. (London time); (iv) “TARGET Day” means any day on which T2 (as defined in Condition 8B(1)(c)) is open for the settlement of payments in euro; and (v) “sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent. Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Non-Index Determination (7) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Not Applicable” in the relevant Final Terms shall, subject to Condition 6H or as provided below, be Compounded Daily SONIA 91 with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SONIA” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) as calculated by the Determination Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): [∏(1+ SONIAi-pLBD × ni 365 ) -1 do i=1 ]× 365 d where: (i) “d” is the number of calendar days in: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in: a. where “Lag” is specified in as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified in as the Observation Method in the relevant Final Terms, the relevant Observation Period; (iv) “London Banking Day” or “LBD” means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London; (v) “ni” for any London Banking Day “i”, means the number of calendar days from (and including) such London Banking Day “i” up to (but excluding) the following London Banking Day; (vi) “Observation Period” means the period from (and including) the date falling “p” London Banking Days prior to the first day of the relevant Interest Period to (but excluding) the date falling “p” London Banking Days prior to (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other Interest Period) the date on which the relevant payment of interest falls due; 92 (vii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Lag Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of London Banking Days by which an Observation Period precedes the corresponding Interest Period, being the number of London Banking Days specified as the “Shift Period (p)” in the relevant Final Terms (which shall not, without the prior agreement of the Determination Agent be less than five, or, if no such number is so specified, five London Banking Days); (viii) the “SONIA reference rate”, in respect of any London Banking Day (“LBDx”), is a reference rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such LBDx as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the London Banking Day immediately following LBDx; and (ix) “SONIAi-pLBD” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, in respect of any London Banking Day falling in the relevant Observation Period, the SONIA reference rate for the London Banking Day falling “p” London Banking Days prior to the relevant London Banking Day “i”; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the SONIA reference rate for the relevant London Banking Day “i”. If, in respect of any London Banking Day in the relevant Observation Period, the applicable SONIA reference rate is not made available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, then (unless the Determination Agent (or other party responsible for the calculation of the Rate of Interest, as specified in the relevant Final Terms) has been notified of any Successor Rate or Alternative Rate (and any related Adjustment Spread and/or Benchmark Amendments) pursuant to Condition 6H, if applicable) the SONIA reference rate in respect of such London Banking Day shall be: (i) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on such London Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five London Banking Days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads). Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA – Index Determination (8) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SONIA”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H and as provided below, be the SONIA Compounded 93 Index Rate with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the Margin. “SONIA Compounded Index Rate” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) (expressed as a percentage and rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards) and will be calculated by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms) on the Interest Determination Date in accordance with the following formula: ( 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝐸𝑁𝐷 𝑆𝑂𝑁𝐼𝐴 𝐶𝑜𝑚𝑝𝑜𝑢𝑛𝑑𝑒𝑑 𝐼𝑛𝑑𝑒𝑥𝑆𝑇𝐴𝑅𝑇 − 1) × ( 365 𝑑 ) where: (i) “London Banking Day” and “Observation Period” have the meanings set out in Condition 6B(7) above; (ii) “d” means the number of calendar days in the relevant Observation Period; (iii) “p” means the number of London Banking Days included in the SONIA Compounded Index Observation Period specified in the relevant Final Terms (or, if no such number is specified, five London Banking Days); (iv) “SONIA Compounded Index” means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof); (v) “SONIA Compounded IndexStart” means, with respect to an Interest Period, the SONIA Compounded Index Value on the first day of the relevant Observation Period; (vi) “SONIA Compounded IndexEnd” means the SONIA Compounded Index Value on the last day of the relevant Observation Period; and (vii) “SONIA Compounded Index Value” means, in relation to any London Banking Day, the value of the SONIA Compounded Index as published on the Relevant Screen Page on such London Banking Day or, if the value of the SONIA Compounded Index cannot be obtained from the Relevant Screen Page, as published on the Bank of England’s website at www.bankofengland.co.uk/boeapps/database/(or such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) in respect of the relevant London Banking Day. Subject to Condition 6H, if the SONIA Compounded Index Value is not available in relation to any Interest Period on the Relevant Screen Page or the Bank of England’s website (or such other page or website referred to in the definition of “SONIA Compounded Index Value” above) for the determination of either or both of SONIA Compounded IndexStart and SONIA Compounded IndexEnd, the Rate of Interest for such Interest Period shall be “Compounded Daily SONIA” determined in accordance with Condition 6B(7) above plus or minus (as indicated in the relevant Final Terms) the applicable Margin and as if Index Determination were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (A) (i) the “Observation Method” shall be deemed to be “Shift” and (ii) the “Observation Period” shall be deemed to be equal to the “SONIA Compounded Index Observation Period”, as if those alternative elections had been made in the relevant Final Terms; and (B) the “Relevant Screen Page” shall be deemed to be the “Relevant Fallback Screen Page” specified in the relevant Final Terms.
94 Screen Rate Determination for Floating Rate Notes referencing SOFR – Non-Index Determination (9) Compounded Daily SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be Compounded Daily SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded Daily SOFR” means, with respect to an Interest Period, the rate of return of a daily compound interest investment during the Observation Period corresponding to such Interest Period (with the daily U.S. dollars secured overnight financing rate as reference rate for the calculation of interest) as calculated by the Determination Agent as at the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards): (∏(1 + 𝑆𝑂𝐹𝑅𝑖 × 𝑛𝑖 360 ) 𝑑𝑜 𝑖 =1 − 1) × 360 𝑑 where: (i) “d” is the number of calendar days in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (ii) “do” means: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days in the relevant Observation Period; (iii) “i” is a series of whole numbers from one to “do”, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in: a. where “Lag” or “Lock-out” is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or b. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period; (iv) “Lock-out Period” means the period from, and including, the day following the Interest Determination Date to, but excluding, the corresponding Interest Payment Date; 95 (v) “New York Fed's Website” means the website of the Federal Reserve Bank of New York (or a successor administrator of SOFR) or any successor source; (vi) “ni” for any U.S. Government Securities Business Day "i", means the number of calendar days from, and including, such U.S. Government Securities Business Day "i" up to, but excluding, the following U.S. Government Securities Business Day; (vii) “Observation Period” means the period from, and including, the date falling "p" U.S. Government Securities Business Days prior to the first day of the relevant Interest Period to, but excluding, the date which is "p" U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" U.S. Government Securities Business Days prior to such earlier date, if any, on which the Notes become due and payable); (viii) “p” means: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Lag Period” in the relevant Final Terms (or, if no such number is so specified, five U.S. Government Securities Business Days); b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms, zero U.S. Government Securities Business Days; or (iii) where “Shift” is specified as the Observation Method in the relevant Final Terms, the number of U.S. Government Securities Business Days specified as the “Observation Period” in the relevant Final Terms (or, if no such number is specified, five U.S. Government Securities Business Days); (ix) “Reference Day” means each U.S. Government Securities Business Day in the relevant Interest Period, other than any U.S. Government Securities Business Day in the Lock-out Period; (x) “SOFR” in respect of any U.S. Government Securities Business Day (“USBDx”), is a reference rate equal to the daily secured overnight financing rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) on the New York Fed's Website, in each case at or around 3.00 p.m. (New York City time) on the U.S. Government Securities Business Day immediately following such USBDx; (xi) “SOFRi” means the SOFR for: a. where “Lag” is specified as the Observation Method in the relevant Final Terms, the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day “i”; b. where “Lock-out” is specified as the Observation Method in the relevant Final Terms: (i) in respect of each U.S. Government Securities Business Day “i” that is a Reference Day, the SOFR in respect of the U.S. Government Securities Business Day immediately preceding such Reference Day; or (ii) in respect of each U.S. Government Securities Business Day “i" that is not a Reference Day (being a U.S. Government Securities Business Day in the Lock-out Period), the SOFR in respect of the U.S. Government Securities Business Day immediately preceding the last Reference Day of the relevant Interest Period (such last Reference Day coinciding with the Interest Determination Date); or c. where “Shift” is specified as the Observation Method in the relevant Final Terms, the relevant U.S. Government Securities Business Day “i”; (xii) “U.S. dollar” means the currency of the United States of America; and 96 (xiii) “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. (10) Weighted Average SOFR The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which (i) this Condition 6B is specified as being applicable; (ii) the Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Weighted Average SOFR” and (iii) “Index Determination” is specified as ‘Not Applicable’ in the relevant Final Terms shall, subject to Condition 6H or Condition 6I (as applicable), be Weighted Average SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). "Weighted Average SOFR" means: (a) where “Lag” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Observation Period, calculated by multiplying each relevant SOFR by the number of calendar days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Observation Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day; and (b) where “Lock-out” is specified as the Observation Method in the relevant Final Terms, the arithmetic mean of the SOFR in effect for each calendar day during the relevant Interest Period, calculated by multiplying each relevant SOFR by the number of days such rate is in effect, determining the sum of such products and dividing such sum by the number of calendar days in the relevant Interest Period, provided however that for any calendar day of such Interest Period falling in the Lock-out Period, the relevant SOFR for each day during that Lock-out Period will be deemed to be the SOFR in effect for the Reference Day immediately preceding the first day of such Lock-out Period. For these purposes, the SOFR in effect for any calendar day which is not a U.S. Government Securities Business Day shall, subject to the proviso above, be deemed to be the SOFR in effect for the U.S. Government Securities Business Day immediately preceding such calendar day. Defined terms used in this Condition 6B(10) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (11) SOFR Unavailable Subject to Condition 6H or 6I (as applicable), if, where any Rate of Interest is to be calculated pursuant to Condition 6B(9) or 6B(10), in respect of any U.S. Government Securities Business Day in respect of which an applicable SOFR is required to be determined, such SOFR is not available, such SOFR shall be the SOFR for the first preceding U.S. Government Securities Business Day in respect of which the SOFR was published on the New York Fed's Website. Screen Rate Determination for Floating Rate Notes referencing SOFR – Index Determination (12) The Rate of Interest for each Interest Period (as defined in Condition 6E(1)) in relation to Notes and in relation to which: (i) this Condition 6B is specified as being applicable; (ii) the 97 Reference Rate in respect of the Notes is specified in the relevant Final Terms as being “Compounded Daily SOFR”; and (iii) “Index Determination” is specified as “Applicable” in the relevant Final Terms shall, subject to Condition 6H or 6I (as applicable), be the sum of Compounded SOFR with respect to such Interest Period plus or minus (as indicated in the relevant Final Terms) the applicable Margin all as determined by the Determination Agent (being the Principal Paying Agent or any other party named in the relevant Final Terms). “Compounded SOFR” means, with respect to an Interest Period, the rate (expressed as a percentage and rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) determined by the Determination Agent in accordance with the following formula: ( 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝐸𝑛𝑑 𝑆𝑂𝐹𝑅 𝐼𝑛𝑑𝑒𝑥𝑆𝑡𝑎𝑟𝑡 − 1) 𝑥 360 𝑑𝑐 where: (i) “dc” is the number of calendar days from, and including, the day in relation to which SOFR IndexStart is determined to, but excluding, the day in relation to which SOFR IndexEnd is determined; (ii) “Relevant Number” is the number specified as such in the relevant Final Terms (or, if no such number is specified, five); (iii) “SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator's Website; (iv) “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR); (v) “SOFR Administrator's Website” means the website of the SOFR Administrator, or any successor source; (vi) “SOFR Index”, with respect to any U.S. Government Securities Business Day, means the SOFR index value as published by the SOFR Administrator as such index appears on the SOFR Administrator's Website at or around 3.00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”); (vii) “SOFR IndexStart”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding the first day of such Interest Period; (viii) “SOFR IndexEnd”, with respect to an Interest Period, is the SOFR Index value for the day which is the Relevant Number of U.S. Government Securities Business Days preceding (A) the Interest Payment Date for such Interest Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period); and If, as at any relevant SOFR Determination Time, the relevant SOFR Index is not published or displayed on the SOFR Administrator's Website by the SOFR Administrator, the Compounded SOFR for the applicable Interest Period for which the relevant SOFR Index is not available shall be “Compounded Daily SOFR” determined in accordance with Condition 6B(9) above as if “Index Determination” were specified in the relevant Final Terms as being “Not Applicable”, and for these purposes: (i) the “Observation Method” shall be deemed to be “Shift”; and (ii) the “Observation Period” shall be deemed to be equal to the Relevant Number of U.S. Government Securities Business Days, as if such alternative elections had been made in the relevant Final Terms.
98 Defined terms used in this Condition 6B(12) and not otherwise defined herein have the meanings given to them in Condition 6B(9). (13) Subject to Condition 6H or 6I (as applicable), in the event that the Rate of Interest cannot be determined in accordance with the relevant paragraph of this Condition 6(B), the Rate of Interest shall be: (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as the case may be) relating to the relevant Interest Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest (as applicable) relating to that last preceding Interest Period); or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first scheduled Interest Period had the Notes been in issue for a period equal in duration to the first scheduled Interest Period but ending on (and excluding) the Issue Date (applying the Margin and, if applicable, any Maximum Rate of Interest and/or Minimum Rate of Interest, applicable to the first scheduled Interest Period). (14) If the relevant Series of Notes becomes due and payable in accordance with Condition 10, the final Rate of Interest shall be calculated for the Interest Period to (but excluding) the date on which the Notes become so due and payable, and such Rate of Interest shall continue to apply to the Notes for so long as interest continues to accrue thereon as provided in Condition 6E(4). (C) Interest – Floating Rate (ISDA Determination) (1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6C. (2) The Rate of Interest for such Notes for each Interest Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this Condition 6C(2), “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (a) the Floating Rate Option is as specified in the relevant Final Terms; (b) the Designated Maturity is a period specified in the relevant Final Terms; and (c) the relevant Reset Date is the first day of that Interest Period unless otherwise specified in the relevant Final Terms. (3) For the purposes of this Condition 6C(3), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions. (D) Interest – Supplemental Provision Conditions 6E(1), 6E(2), 6E(3) and 6E(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms. 99 (E) Interest Payment Date Conventions (1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely: (i) the “FRN Convention”, in which case interest shall be payable in arrear on each date (each, an “Interest Payment Date”) which numerically corresponds to their Issue Date or such other date as may be specified in the relevant Final Terms or, as the case may be, the preceding Interest Payment Date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred, provided that: (a) if there is no such numerically corresponding day in the calendar month in which an Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day which is a Business Day in that calendar month; (b) if an Interest Payment Date would otherwise fall on a day which is not a Business Day, then the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and (c) if such Issue Date or such other date as aforesaid or the preceding Interest Payment Date occurred on the last day in a calendar month which was a Business Day, then all subsequent Interest Payment Dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred; or (ii) the “Modified Following Business Day Convention”, in which case interest shall be payable in arrear on such dates (each, an “Interest Payment Date”) as are specified in the relevant Final Terms; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day, save in respect of Notes for which the reference rate is specified to be Compounded Daily SOFR or Weighted Average SOFR in the relevant Final Terms, in which case, the payment of principal or interest will be made on the next succeeding Business Day, but the final Interest Payment Date will not be postponed and interest on that payment will not accrue during the period from and after the scheduled final Interest Payment Date. Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an “Interest Period”. Notification of Rates of Interest, Interest Amounts and Interest Payment Dates (2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantor(s), the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes listed on Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant 100 Final Terms), cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms) as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6E(2). (3) The determination or calculation by the Determination Agent of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties. Accrual of Interest (4) Interest shall accrue on the principal amount of each Note or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or, as the case may be, redemption amount is improperly withheld or refused, in which case, interest shall continue to accrue thereon as provided in the Trust Deed. (5) The applicable “Day Count Fraction” means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a “Calculation Period”), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and: (i) if “Actual/Actual (ISDA)” or “Actual/Actual” is so specified, means the actual number of days in such Calculation Period divided by 365 (or, if any portion of such Calculation Period falls in a leap year, the sum of (a) the actual number of days in such portion of such Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in such portion of such Calculation Period falling in a non-leap year divided by 365); (ii) if “Actual/Actual (ICMA)” is so specified: (a) if such Calculation Period falls within a single Determination Period, means the actual number of days in such Calculation Period divided by the product of the number of days in the Determination Period in which it falls and the number of Determination Periods in any year; and (b) if such Calculation Period does not fall within a single Determination Period, means the sum of (x) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of the actual number of days in that Determination Period and the number of Determination Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Determination Period divided by the product of the actual number of days in the subsequent Determination Period and the number of Determination Periods in any year; 101 “Determination Period” means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date; (iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in such Calculation Period divided by 365; (iv) if “Actual/360” is so specified, means the actual number of days in such Calculation Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and
102 “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and (vii) if “30E/360 (ISDA)” is so` specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = 360 )()](30[)](360[ 121212 DDMMxYYx where: “Y1” is the year, expressed as a number, in which the first day of such Calculation Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “M1” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls; “D1” is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30. (F) Interest – Floating Rate – Linear Interpolation Where Linear Interpolation is specified in the relevant final terms as applicable in respect of an Interest Period, the Rate of Interest for such Interest Period shall be calculated by the Determination Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Condition 6B is specified hereon as applicable) or the relevant Floating Rate Option (where Condition 6C is specified hereon as applicable), one of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Applicable Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Determination Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. “Applicable Maturity” means: (a) in relation to Screen Rate Determination, the period of time designated in the Reference Rate, and (b) in relation to ISDA Determination, the Designated Maturity. (G) Zero Coupon Notes Where a Note the interest basis of which is specified in the relevant Final Terms to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the early redemption amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 7(i)). 103 (H) Benchmark Discontinuation – Independent Adviser This Condition 6H shall apply to Notes only if “Benchmark Discontinuation – Independent Adviser” is specified in the relevant Final Terms. (1) Independent Adviser If the Issuer determines that a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate then the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine, in consultation with the Issuer, a Successor Rate, failing which an Alternative Rate (in accordance with Condition 6H(2)) and, in either case, an Adjustment Spread if any (in accordance with Condition 6H(3)) and any Benchmark Amendments (in accordance with Condition 6H(4)). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to monitor or inquire whether a Benchmark Event has occurred or have any liability in respect thereof. An Independent Adviser appointed pursuant to this Condition 6H shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 6H. If: (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with Condition 6H(2) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this Condition 6H(1) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 6H(1). (2) Successor Rate or Alternative Rate If the Independent Adviser, determines that: (a) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H); or (b) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6H(3)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 6H). 104 (3) Adjustment Spread If the Independent Adviser determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, or determines that no Adjustment Spread is required to be applied, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread. Notwithstanding any other provision of this Condition 6, if in the Determination Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 6, the Determination Agent shall promptly notify the Issuer thereof and the Issuer or the Independent Adviser on behalf of the Issuer shall direct the Determination Agent in writing as to which alternative course of action to adopt. If the Determination Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer and the Trustee thereof and the Determination Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. (4) Benchmark Amendments If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6H and the Independent Adviser determines (i) that amendments to the Conditions, the Paying Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof (such amendments, the “Benchmark Amendments”) and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 6H(5), without any requirement for the consent or approval of Noteholders, vary these Conditions, the Paying Agency Agreement and/or the Trust Deed to give effect to such Benchmark Amendments with effect from the date specified in such notice. Such Benchmark Amendments shall not, without the prior consent of the party responsible for determining the Rate of Interest, either impose more onerous obligations on such party or expose such party to any additional duties. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6H(5), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental paying agency agreement) in any way. Notwithstanding any other provision of this Condition 6H, the Determination Agent or any Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 6H which, in the sole opinion of the Determination Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Determination Agent or the relevant Paying Agent (as applicable) in the Paying Agency Agreement and/or these Conditions. 105 In connection with any such variation in accordance with this Condition 6H(4), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading. (5) Notices Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6H will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 6H; and (b) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread or to follow market practice in relation thereof. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (6) Survival of Original Reference Rate Without prejudice to the obligations of the Issuer under Conditions 6H(1), (2) and (3), the Original Reference Rate and the fallback provisions provided for in Condition 6B(4) will continue to apply unless and until the Issuer determines that a Benchmark Event has occurred, and the Trustee and the Principal Paying Agent have been notified of the Successor Rate or Alternative Rate (as the case may be) and the Adjustment Spread and any Benchmark Amendments in accordance with this Condition. (7) Definitions As used in this Condition 6H: “Adjustment Spread” means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which: (i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate); (ii) the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to
106 produce an industry-accepted replacement rate for the Original Reference Rate; or (if the Independent Advisor determines no such spread is customarily applied); or (iii) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be). “Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser, determines in accordance with Condition 6H(2) is customary in market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes. “Benchmark Amendments” has the meaning given to it in Condition 6H(4). “Benchmark Event” means: (1) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or (2) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will by a specified future date cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (3) the making of a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or (4) the making of a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or (5) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market; or (6) it has become unlawful for any Paying Agent, Determination Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate, provided that the Benchmark Event shall be deemed to occur (a) in the case of sub-paragraphs (2) and (3) above, on the date of the cessation of publication of the Original Reference Rate or the discontinuation of the Original Reference Rate, as the case may be, (b) in the case of sub-paragraph (4) above, on the date of the prohibition of use of the Original Reference Rate and (c) in the case of sub- paragraph (5) above, on the date with effect from which the Original Reference Rate will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the relevant public statement, and, in each case, not the date of the relevant public statement. The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Trustee, the Determination Agent and the Paying Agents. For the avoidance of doubt, neither the Trustee, the Determination Agent nor the Paying Agents shall have any responsibility for making such determination. “Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 6H(1). 107 “Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes. “Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable): (i) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any such similar institution for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof. “Successor Rate” means a successor to or replacement of the Original Reference Rate (and related alternative screen page or source if available) which is formally recommended by any Relevant Nominating Body. (I) Benchmark Discontinuation – ARRC SOFR This Condition 6I shall apply to Notes only if “Benchmark Discontinuation – ARRC - SOFR” is specified in the relevant Final Terms. (1) Benchmark Replacement If the Issuer determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and for all determinations on all subsequent dates. (2) Benchmark Replacement Conforming Changes In connection with the implementation of a Benchmark Replacement, the Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time, without any requirement for the consent or approval of Noteholders. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by an authorised signatory of the Issuer pursuant to Condition 6I(4), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Replacement Conforming Changes (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and/or the Paying Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed or the Paying Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way. (3) Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Condition 6I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- 108 occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) will be made in the sole discretion of the Issuer; and (iii) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party. (4) Notices, etc Any Benchmark Replacement and the specific terms of any Benchmark Replacement Conforming Changes determined under this Condition 6I will be notified promptly by the Issuer to the Trustee, the Determination Agent, the Paying Agents and, in accordance with Condition 14, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Replacement Conforming Changes, if any. No later than notifying the Noteholders of the same, the Issuer shall deliver to the Trustee, the Determination Agent and the Paying Agents a certificate signed by an authorised signatory of the Issuer: (a) confirming (i) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, (ii) the relevant Benchmark Replacement and (iii) where applicable, the specific terms of any Benchmark Replacement Conforming Changes, in each case as determined in accordance with the provisions of this Condition 6I; and (b) certifying that the Benchmark Replacement Conforming Changes (if applicable) are appropriate to reflect the adoption of the relevant Benchmark Replacement. Each of the Trustee, the Determination Agent and the Paying Agents shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Benchmark Replacement and the Benchmark Replacement Conforming Changes (if any) specified in such certificate will (in the absence of manifest error and without prejudice to the Trustee’s or the Determination Agent’s or the Paying Agents’ ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Determination Agent, the Paying Agents and the Noteholders. (5) Definitions For the purposes of this Condition 6I: “Benchmark” means, initially, Compounded SOFR or Weighted Average SOFR, as specified in the relevant Final Terms; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or Weighted Average SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement; “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; (ii) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or (iii) the sum of (a) the alternate rate of interest that has been selected by the Issuer as the replacement for the then-current Benchmark giving due consideration to any industry-accepted 109 rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment; “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date: (i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or (ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or (iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated floating rate notes at such time; “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest) that the Issuer decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer determines is reasonably necessary); “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) in the case of sub-paragraph (i) or (ii) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or such component) permanently or indefinitely ceases to provide the Benchmark (or such component); or (ii) in the case of sub-paragraph (iii) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination; “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof): (i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the
110 Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative; “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time; “ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark; “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor, excluding the applicable ISDA Fallback Adjustment; “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the Relevant Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Issuer after giving effect to the Benchmark Replacement Conforming Changes; “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto; and “Unadjusted Benchmark Replacement” means the Benchmark Replacement, excluding the Benchmark Replacement Adjustment. 7 Redemption and Purchase (a) Final Redemption Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms. Notes may be redeemed before such date or dates in accordance with Condition 7(b). If stated as being applicable in the relevant Final Terms, Notes may also be redeemed before such date or dates in accordance with Condition 7(c) and/or Condition 7(f). The Issuer, each Guarantor and any other Group Company may also purchase Notes in accordance with Condition 7(g). (b) Redemption for taxation reasons The Issuer may, at its option, redeem the Notes in whole, but not in part, upon giving not more than the Maximum Period of Notice nor less than the Minimum Period of Notice, each as specified in the relevant Final Terms (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the holders of such Notes at their principal amount (or such other redemption amount as may be specified in the relevant Final Terms) less any additional amounts payable under Condition 9 or under any additional or substitute undertaking given 111 pursuant to the Trust Deed (each a “Tax Early Redemption Amount”) provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of: (i) any actual or proposed change in or amendment to the laws, regulations or rulings of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein; or (ii) any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or (iii) any action which shall have been taken by any taxing authority or any court of competent jurisdiction of the Netherlands, the United Kingdom or the United States or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the relevant Issuer or Guarantor; or (iv) any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which the Netherlands, the United Kingdom or the United States is or is to be a party, which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes. (c) Optional Early Redemption (Call, Issuer Par Call, Make Whole Redemption and Clean-Up Call) (1) Call If this Condition 7(c) – Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Call is applicable is specified, prior to their Maturity Date, or (ii) where Call is specified as only being applicable for a certain period, during such period, at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in the relevant Final Terms) (each, a “Call Early Redemption Amount”). (2) Issuer Par Call If this Condition 7(c) – Issuer Par Call is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at any time during the Par Call Period specified in the relevant Final Terms at their Final Redemption Amount (which, unless otherwise specified in the relevant Final Terms, is their nominal amount) specified in the relevant Final Terms. (3) Make Whole Redemption If this Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(d)), redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at any time or from time to time (i) where no particular period during which Make-Whole Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make- Whole Redemption is specified as only being applicable for a certain period, during such period, in 112 each case on the date for redemption specified in such notice (the “Make Whole Redemption Date”) at the Make Whole Redemption Amount. The “Make Whole Redemption Amount” shall be equal to the higher of the following, in each case together with accrued interest (if any) on the relevant Notes (calculated as provided in these Conditions and the Trust Deed) to but excluding the date fixed for redemption: (i) the nominal amount of the Notes; and (ii) the sum of the then present values of the remaining scheduled payments of principal and the Remaining Term Interest on such Notes (exclusive of interest accrued to the Make Whole Redemption Date) and such present values shall be calculated by discounting such amounts to the Make Whole Redemption Date on an annual basis (based on the Day Count Fraction specified hereon) at the Reference Dealer Rate (as defined below) plus any applicable Make Whole Redemption Margin specified in the relevant Final Terms, in each case as determined by the Determination Agent. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount specified in the relevant Final Terms and no greater than the Maximum Redemption Amount specified in the relevant Final Terms. In the case of a partial redemption, the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. In this Condition: “Determination Agent” means a financial adviser or bank which is independent of the Issuer appointed by the Issuer and approved by the Trustee for the purpose of determining the Make Whole Redemption Price. “Determination Date” means the date specified as such in the relevant Final Terms. “Gross Redemption Yield” means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Issuer by the Determination Agent. “Reference Dealers” means those Reference Dealers specified in the relevant Final Terms; “Reference Dealer Rate” means, with respect to the Reference Dealers and the Make Whole Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Bond specified in the relevant Final Terms or, if the Reference Bond is no longer outstanding, a similar security in the reasonable judgement of the Reference Dealers, at the Quotation Time specified in the relevant Final Terms on the Determination Date specified in the relevant Final Terms quoted in writing to the Determination Agent and the Trustee by the Reference Dealers; and “Remaining Term Interest” means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Notes for the remaining term to maturity of such Notes (or if this Condition 7(c) – Issuer Par Call is specified as being applicable in the relevant Final Terms, the remaining term up to the Par Call Period Commencement Date as specified in the relevant Final Terms) determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7(c). (4) Clean-Up Call If this Condition 7(c) – Clean-Up Call is specified in the relevant Final Terms as being applicable, in the event that at least 75 per cent. of the initial aggregate principal amount of the Notes has been 113 purchased and cancelled by the Issuer, then the Issuer may, at its option, upon the expiry of the appropriate notice (as specified in Condition 7(d)) redeem all (but not some only) of the Notes at their Final Redemption Amount specified in the relevant Final Terms. (d) The Appropriate Notice The appropriate notice referred to in the relevant provision of Condition 7(c) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify: (i) the Notes subject to redemption; (ii) (if the relevant Final Terms specifies that some only of the Notes may be redeemed) whether Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of the Notes which are to be redeemed; (iii) the due date for such redemption, which shall be a Business Day (as defined in Condition 8B(1)) which shall be not less than 10 days after the date on which such notice is validly given, which shall be, in the case of Notes which bear interest at a floating rate, an Interest Payment Date; and (iv) the Call Early Redemption Amount at which such Notes are to be redeemed or, as applicable, the Determination Date on which the Make Whole Redemption Amount shall be determined. In addition, if Condition 7(c) – Make Whole Redemption is specified in the relevant Final Terms as being applicable, then the notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer’s discretion, the Make Whole Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Make Whole Redemption Date, or by the Make Whole Redemption Date so delayed. Any such notice shall be given not more than the Maximum Period of Notice and not less than the Minimum Period of Notice, each as specified in the relevant Final Terms prior to the date fixed for redemption, shall also be given to the holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified. (e) Partial Redemption If the Notes are to be redeemed in part only on any date in accordance with Condition 7(c), the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream, Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. (f) Optional Early Redemption (Put) If this Condition 7(f) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption
114 amount as may be specified in the relevant Final Terms) (each, a “Put Early Redemption Amount”). In order to exercise such option, the holder must, not less than 45 days before the date so specified, deposit (in the case of Bearer Notes) the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed redemption notice (“Exercise Notice”) in the form which is available from the specified office of any of the Paying Agents, the Registrar or any Transfer Agent. (g) Purchase of Notes The Issuer, each Guarantor and any other Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike. (h) Cancellation All Notes redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold. In the case of cancellation and in the case of Bearer Notes, each such Note shall be surrendered at the specified office of any of the Paying Agents together with all unmatured Coupons and all unexchanged Talons and, in the case of Registered Notes, the Certificate representing such Notes shall be surrendered to the Registrar. (i) Zero Coupon Notes (i) The early redemption amount payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the relevant final terms. (ii) Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount” of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually. (iii) If the early redemption amount payable in respect of any such Note upon its redemption pursuant to Condition 7(b), Condition 7(c) or Condition 7(f) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the early redemption amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before and after judgement) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 6G. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction specified in the relevant Final Terms. 115 8 Payments (A) Payments Bearer Notes: (1A) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Bearer Note will be made against presentation of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States, provided that such payment is not made into the United States or into an account maintained in the United States. (1B) Payment of amounts due in respect of interest on Bearer Notes will be made: (a) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States and, in the case of a Temporary Global Note, upon due certification as required therein; (b) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States; and (c) in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States. Registered Notes: (2A) Payments of principal in respect of Registered Notes shall be made to the person shown on the Register at the close of business on the 15th day before the due date for payment thereof (the “Record Date”) by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. (2B) Interest on Registered Notes shall be paid to the person shown on the Register on the Record Date by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar. Payments of amounts due in respect of interest on Bearer Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations thereunder) unless: (a) payment in full of amounts due or, as the case may be, the exchange of Talons in respect of interest on such Bearer Notes when due at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; (b) such payment or, as the case may be, exchange is permitted by applicable United States law; and 116 (c) the Bearer Notes are denominated in and payable in United States Dollars. If paragraphs (a) to (c) above apply, the Issuer and the Guarantor(s) shall forthwith appoint a further Paying Agent with a specified office in New York City. (4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Conditions in which event interest shall continue to accrue as provided in Condition 6E(5). For the purpose of this Condition 8A(4), “Relevant Financial Centre Day” means, in the case of a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a “local banking day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon. (5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note, surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which: (a) in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which that redemption amount paid bears to the total redemption amount due) (excluding for this purpose Talons) will be deducted from the amount otherwise payable on such final redemption, the principal amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within 10 years of the Relevant Date applicable to payment of such final redemption amount; and (b) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them. The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become void, the amount required by paragraph (i) to be deducted would not be greater than the amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are 117 to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates. (6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures. (7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements. (B) Payments – General Provisions (1) Save as otherwise specified herein, for the purposes of these Conditions: (a) “Business Day” means: in relation to Notes payable in euro, a TARGET Day; in relation to Notes payable in any other currency, a day on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency; a day on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms; and in relation to Floating Rate Notes where the Reference Rate is specified in the relevant Final Terms as Compounded Daily SOFR or Weighted Average SOFR, a U.S. Government Securities Business Day; (b) “Relevant Financial Centre” means, in relation to the Notes denominated in a currency other than euro, such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of “Business Day” in the ISDA Definitions and, in relation to Notes denominated in euro, the principal financial centre of any of the member states in the Euro-zone; and (c) "T2" means the real time gross settlement system operated by the Eurosystem, or any successor system thereto. (2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to: (i) any applicable fiscal or other laws and regulations; and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official guidance thereunder or official interpretations thereof, any intergovernmental agreement with respect thereto, or any law, regulations or official guidance implementing an intergovernmental agreement or an intergovernmental approach with respect thereto (“FATCA”).
118 (C) Redenomination (1) Unless disapplied in the relevant Final Terms, the Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, the Registrar, Transfer Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro. (2) The election will have effect as follows: (a) each Specified Denomination and, in the case of Fixed Rate Notes, each amount of interest specified, in the case of Bearer Notes in the Coupons, will be deemed to be such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Specified Currency at the Established Rate, rounded down to the nearest €0.01 (any fraction arising therefrom shall be paid on the Redenomination Date to the Noteholder in addition to the payment of interest otherwise payable on such Redenomination Date); (b) if definitive notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of at least €100,000, or such higher denominations as the Agent shall determine and notify to the Noteholders; (c) after the Redenomination Date, all payments in respect of the Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (d) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date it will be calculated: (A) in the case of the Notes in global form, by applying the Rate of Interest to the principal amount of such Notes; and (B) in the case of Notes in definitive form, by applying the Rate of Interest to the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding; (e) if the Notes are Floating Rate Notes the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and 119 (f) such other changes shall be made to these Conditions as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro to the satisfaction of the Trustee. (3) For the purposes of these Conditions: (a) “Established Rate” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; (b) “euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; (c) “Redenomination Date” means (in the case of interest-bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to paragraph 8C(1) above and which falls on or after the date on which the relevant member state of the European Union that has not adopted the single currency in accordance with the Treaty, adopts the single currency in accordance with the Treaty; (d) “Specified Currency” means the currency specified in the relevant Final Terms; (e) “Specified Denomination” means the denomination (of the relevant Notes in the Specified Currency) specified in the relevant Final Terms; and (f) “Treaty” means the Treaty establishing the European Community as amended. (D) Exchange The Issuer may, without the consent of the Noteholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Registrar, Transfer Agents, Euroclear and Clearstream, Luxembourg and not less than 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent and the Registrar (if applicable), and as may be specified in the notice, including arrangements under which Coupons unmatured at the date so specified become void. (E) The Paying Agents (1) The Issuer and the Guarantor(s) together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent), the Registrar or any Transfer Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that they will at all times maintain (i) a Principal Paying Agent, (ii) so long as any Notes are listed on any stock exchange, a Paying Agent in such place as may be required by such relevant stock exchange, (iii) in the circumstances described in Condition 8A(3), a Paying Agent with a specified office in New York City, (iv) a Registrar in relation to Registered Notes and (v) a Transfer Agent in relation to Registered Notes. The Paying Agents, Registrar and Transfer Agent(s) reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents, Registrar and Transfer Agent(s) will be notified promptly by the Issuer to the holders of the Notes in accordance with Condition 14. 120 (2) The Paying Agents, Registrar and Transfer Agent(s) act solely as agents of the Issuer and the Guarantor(s) or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any holder of any Note or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto. (3) The initial Paying Agents, Registrar and Transfer Agents and their respective initial specified offices are specified below. 9 Taxation All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Netherlands (in the case of payment by UFN), the United Kingdom (in the case of payment by PLC) or the United States (in the case of payment by UNUS or UCC or a Guarantor of Notes issued by UCC) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, except to the extent that the withholding or deduction is made in respect of FATCA, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holder of any Note or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable: (A) by UFN or PLC (as the case may be) with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable to such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UFN or, as the case may be, PLC if such payment can be made without such withholding or deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any payment in respect of a Note or Coupon to any holder who is not the sole beneficial owner of such Note or Coupon to the extent that a beneficial owner thereof would not have been 121 entitled to payment thereof had such beneficial owner been the holder of such Note or Coupon; or (viii) any withholding or deduction which is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (ix) any combination of (i) to (viii); or (B) by UNUS or UCC or a Guarantor of Notes issued by UCC with respect to: (i) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the United States other than the mere holding of such Note or Coupon; or (ii) any payment in respect of a Note or Coupon where the holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (iii) if presentment is required, any Note or Coupon presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such 30th day; or (iv) any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UNUS (in its capacity as Guarantor) or UCC or Guarantor of Notes issued by UCC if such payment can be made without such withholding or deduction by any other Paying Agent; or (v) any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or (vi) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note or Coupon; or (vii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner is or was a controlled foreign corporation, personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid United States federal income tax; or (viii) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder if the holder or beneficial owner is or has been (i) a “10 per cent. shareholder” of the relevant Issuer as defined in Section 871(h)(3) of the Code or any successor provisions, (ii) a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, or (iii) a controlled foreign corporation within the meaning of section 957 of the Code that is related to the Issuer within the meaning of section 864(d)(4) of the Code; or (ix) any Note (or Certificate representing it) or Coupon held or presented for payment by, or on behalf of, a holder, if the holder or beneficial owner would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements (including, without limitation, the provision of information or an appropriate, properly completed, United States Internal Revenue Service Form W-8 or Form W-9 (or a successor form)); or (x) any payment in respect of a Note or Coupon to any holder who is a fiduciary, partnership, limited liability company or otherwise not the sole beneficial owner of such Note or Coupon to
122 the extent that a beneficiary or partner or settlor with respect to such fiduciary, a partner or member with respect to such partnership or limited liability company, or the beneficial owner, would not have been entitled to payment of Additional Amount had such person been the holder of such Note or Coupon; or (xi) any combination of (i) to (x). As used herein, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14. References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed. The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15. 10 Repayment Upon Event of Default (A) The following events or circumstances (each, a “Default”) shall be acceleration events in relation to the Notes of a Series: (a) there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or (b) there is a default in the performance or observance by (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC, of any other obligation under the Trust Deed or the UFN Notes, UCC Notes or PLC Notes (as applicable) and such default continues for 30 days after written notice thereof shall have been given to the Issuer and the Guarantor(s) by the Trustee requiring the same to be remedied; or (c) (i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of either (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC becomes prematurely repayable as a result of a default under the terms thereof, or (ii) (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) at the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by (in the case of UFN Notes) either UFN or PLC, (in the case of UCC Notes) either UCC or PLC, or (in the case of PLC Notes) PLC, in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking into account any applicable grace period therefor) save where the Trustee is satisfied that liability under such guarantee or indemnity is being contested in good faith; or (d) an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or dissolution of (in the case of UFN Notes) UFN or PLC, (in the case of UCC Notes) UCC or PLC, or (in the case of PLC Notes) PLC or (in any case) an administration order is made or an administrator is appointed in relation to PLC (except for the purpose of a merger, reconstruction 123 or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) and (except where such order, decree or resolution is initiated or consented to by the relevant company or its shareholders) such order, decree or resolution is not discharged or stayed within a period of 60 days; or (e) (in the case of UFN Notes) UFN or PLC or (in the case of UCC Notes) UCC or PLC, (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee) ceases or threatens to cease to carry on the whole or substantially the whole of its business; or (f) an administrative receiver or other receiver, trustee, assignee or like officer is appointed in respect of the whole or a substantial part of the undertaking or assets of PLC or (in the case of UFN Notes only) an administrator (bewindvoerder) is provisionally or definitively appointed by the District Court in the event of a moratorium (surséance van betaling) over the whole or any part of the undertaking or assets of UFN and (except where any such appointment is made by or at the instigation or motion of the relevant company or its shareholders) such appointment is not discharged within 30 days; or (g) (in the case of UFN Notes only) a trustee in bankruptcy (curator) is appointed by the District Court in the event of bankruptcy (faillissement) affecting the whole or any part of the undertaking or assets of UFN and such appointment is not discharged within 30 days; or (h) a distress or execution is levied or enforced upon or sued out against (in the case of the UFN Notes) any part of the assets of UFN (being either an executory attachment (executoriaal beslag) or a conservatory attachment (conservatoir beslag)), any part of the assets of UCC, or (in any case) a substantial part of the assets of PLC and, in either case, is not removed, discharged, cancelled or paid out within 30 days of the making thereof or any encumbrancer takes possession of (in the case of UFN Notes) the whole or any part of the undertaking or assets of UFN, (in the case of UCC Notes) the whole or any part of the undertaking or assets of UCC, or (in any case) the whole or any substantial part of the undertaking or assets of PLC and is not discharged within 30 days; or (i) (in the case of UFN Notes and UCC Notes only) for any reason the guarantee of PLC in respect of the UFN Notes or the UCC Notes ceases to be in full force and effect. For the purposes of sub-paragraphs (f) and (h) the expression “a substantial part” means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of PLC that, in their opinion, (i) the amounts shown in a certificate provided by PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates. (B) If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified and/or secured and/or prefunded to its satisfaction), if so directed by an Extraordinary Resolution of the holders of the Notes of the relevant Series or if so requested in writing by the holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in Condition 10A(b), (c), (e), (f), (g) or (h), only if the Trustee shall have certified to the Issuer and the Guarantor(s) that such event is, in its opinion, materially prejudicial to the interests of the holders of 124 the Notes of the relevant Series, by written notice to the Issuer and the Guarantor(s) declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in the relevant Final Terms) together with all interest (if any) accrued thereon (calculated as provided in these Conditions and in the Trust Deed). 11 Enforcement At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantor(s) as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or prefunded and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no holder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor(s) unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 12 Prescription (a) Claims against the Issuer and/or any Guarantor(s) in respect of Notes and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto. (b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12. 13 Replacement of Notes, Certificates and Coupons If any Note, Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes or Coupons) and of the Registrar (in the case of Certificates) upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer, the Principal Paying Agent (in respect of Bearer Notes or Coupons) or the Registrar (in the case of Certificates) may require. Mutilated or defaced Notes, Certificates and Coupons must be surrendered before replacements will be delivered. 14 Notices Notices required to be given to the holder of Registered Notes pursuant to the Conditions shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices required to be given to holders of Bearer Notes will be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein, provided that the requirements of the relevant stock exchange(s) have been complied with. Any such notice shall be deemed to have been given on the date of such publication 125 or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may, in each case approve in writing. holders of Coupons will be deemed for all purposes to have notice of the contents of any notice given to holders of Notes in accordance with this Condition 14. 15 Meetings of Noteholders; Modification; Waiver; Substitution The Trust Deed contains provisions for convening meetings of holders (including meetings held by virtual means via an electronic platform) of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series. The Trust Deed contains provisions for the convening of a single meeting of holders of Notes of more than one Series where the Trustee so decides. The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. In addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark Amendment in the circumstances and as otherwise set out in Condition 6H without the consent of the Noteholders or Couponholders. Any such modification, waiver, authorisation or determination shall be binding on the holders of the Notes of such Series and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14. The Trustee shall also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the holders of the Notes of such Series and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution in accordance with (i) above that such Notes and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by PLC (except where PLC is the new principal debtor) and UNUS. So long as any Notes remain outstanding (as defined in the Trust Deed), neither UFN, UCC nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where
126 UFN, UCC or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes and the Coupons (if any) appertaining thereto and the Trust Deed in place of UFN, UCC or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with. In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof. 16 Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with PLC, UFN, UCC, UNUS and/or any Group Company without accounting to any Noteholders or Couponholders for any profit resulting therefrom. 17 Further Issues and Additional Issuers (A) The Issuer may, from time to time, without the consent of the holders of any Notes or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series. (B) Subject as provided in the Trust Deed, PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed. 18 Governing Law The Trust Deed, the Paying Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law. 19 Jurisdiction UFN, UCC and UNUS have, in the Trust Deed, submitted to the jurisdiction of the English courts for all purposes in connection with the Trust Deed, the Notes and the Coupons. 20 Rights of Third Parties No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999. 127 The Seventh Schedule Form of Supplemental Deed increasing Programme Limit This deed made the [●] day of [●], [●] between: (1) UNILEVER FINANCE NETHERLANDS B.V., UNILEVER CAPITAL CORPORATION, UNILEVER PLC and UNILEVER UNITED STATES, INC.; and (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee. Supplemental to a Trust Deed dated 22 July 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments witnesses that the limit of U.S.$25,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24 July 1995, 11 July 1996, 13 November 1997, 11 November 1998, 4 July 2000, 2 July 2001, 1 July 2002, 27 June 2003, 2 June 2004, 10 August 2005, 15 May 2007, 13 May 2008, 11 May 2009, 6 May 2010, 5 May 2011, 4 May 2012, 3 May 2013, 2 May 2014, 1 May 2015, 22 April 2016, 15 May 2019, 11 May 2021, 10 May 2022 and 16 May 2023 is hereby increased to U.S.$[●]. In witness thereof the parties hereto have executed this Deed as a deed the day and year first above written. 128 The Eighth Schedule Form of Supplemental Deed joining a New Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a company incorporated in [●] having its registered office at [●] (the “New Issuer”); (2) UNILEVER FINANCE NETHERLANDS B.V., a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION, a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC, a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC., a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; (3) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (4) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); and (5) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This Supplemental Deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the Paying Agents. (B) The New Issuer is a Group Company. (C) At the request of [●], the New Issuer wishes to execute this Supplemental Deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and pursuant to the provisions therein contained, and pursuant to the provisions contained in the Paying Agency Agreement. (D) Each of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms of the Paying Agency Agreement to act as an agent (in the capacity in which it has been appointed under the Paying Agency Agreement and in accordance with the terms thereof) of [●] which becomes an Issuer pursuant to, and in the manner provided in, Clause 17(E) of the Trust Deed. 129 (E) [●] has agreed to guarantee the payment of all moneys payable by the New Issuer under the Trust Deed and in respect of any Notes issued by the New Issuer in the manner appearing hereunder and under the Trust Deed. (F) [The Trustee has received legal opinion(s) from legal counsel in the country of incorporation of the New Issuer and of [●] and from legal counsel in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this supplemental deed and that, when executed and delivered by such New Issuer and [●], this supplemental deed will constitute valid and legally binding obligations of such New Issuer.]1 Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 Definitions and Interpretations (A) In this Supplemental Deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer Agents or any of them. (B) To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this Supplemental Deed (including the recitals hereto). 2 Acknowledgement by New Issuer The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed. 3 Guarantee [●] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes or Coupons appertaining thereto. 4 Appointment of Agents The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 5 Incorporation of Terms It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been, mutatis mutandis, set out in full in this Supplemental Deed and made applicable to the New 1 Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted.
130 Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants: (iii) in favour of the Trustee to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Trust Deed or the Schedules or the Conditions; and (iv) in favour of the Trustee and each of the Agents, to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Paying Agency Agreement. 6 [Conditions This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of legal counsel in the country of incorporation of the New Issuer and of [●] and in England, reasonably satisfactory to it, to the effect, inter alia, that the New Issuer and [●] each have the capacity and power to enter into this Supplemental Deed and that this Supplemental Deed constitutes valid and legally binding obligations of the New Issuer and [●].] 7 Counterparts This Supplemental Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Deed by signing any such counterpart. 8 Governing Law This Supplemental Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. 9 [Jurisdiction In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Deed) [●] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising hereunder may be brought in such courts. Nothing contained in this Clause shall limit any right to take proceedings against [●] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [●] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of Unilever PLC or such other official of Unilever PLC as [●] may have notified in writing to the Trustee and the Trustee shall from time to time have approved.] 131 In witness whereof this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written. 132 The Ninth Schedule Form of Supplemental Deed releasing an Issuer This Supplemental Deed is made this [●] day of [●], [●] by: (1) [●] a duly incorporated company having its [registered office at [●]]2 [corporate seat in Rotterdam, the Netherlands]3 (the “Retiring Issuer”); (2) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the “Trustee”); (3) [●] in its capacity as principal paying agent (the “Principal Paying Agent”, which expression shall include any successor to [●] in its capacity as such); (4) [●] and [●] in their capacities as paying agents (the “Paying Agents”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed). Whereas: (A) This supplemental deed is supplemental to the trust deed dated 22 July 1994 (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “Trust Deed”) made between Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as Issuers (the “Original Issuers”), Unilever PLC and Unilever United States, Inc. as Guarantors (the “Original Guarantors”) and the Trustee and to the paying agency agreement dated 22 July 1994 (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “Paying Agency Agreement”) made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the other Paying Agents. (B) [There are not outstanding any Notes issued by the Retiring Issuer.]/[●] has assumed the obligations under the Notes.]4 (C) At the request of the Retiring Issuer, the Trustee has agreed to execute this supplemental deed in order to release the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed. (D) The Trustee and each of the Agents (as defined in Clause 1 of these presents) have agreed that the Retiring Issuer shall be released from its obligations, undertakings and covenants under the Paying Agency Agreement upon the execution and delivery of this supplemental deed. Now therefore this Supplemental Deed witnesseth and it is hereby declared as follows: 1 (A) In this supplemental deed, any reference to “Agents” is to the Principal Paying Agent, the other Paying Agents, the Calculation Agent, the Registrar, the other Transfer 2 Delete if UFN is the Retiring Issuer. 3 Include if UFN is the Retiring Issuer. 4 Delete as applicable. 133 Agents or any of them as such expressions are defined in the Paying Agency Agreement. (B) To the extent to which the same are applicable, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this supplemental deed (including the recitals hereto). 2 At the request of the Retiring Issuer: (a) the Trustee hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed; and (b) the Trustee and each of the Agents hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Paying Agency Agreement. 3 The release of the Retiring Issuer shall not affect any accrued rights and liabilities as between the Retiring Issuer, the Trustee and the Agents pursuant to the Trust Deed and the Paying Agency Agreement. 4 This supplemental deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this supplemental deed by signing any such counterpart. 5 This supplemental deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England. In witness whereof this supplemental deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
134 The Tenth Schedule Provisions for Meetings of Holders of Notes 1 (A) As used in this Schedule, the following expressions shall have the meanings hereinafter mentioned unless the context otherwise requires: (1) “voting certificate” shall mean a certificate in the English language issued by any Paying Agent and dated, in which it is stated: (a) that on the date thereof, Bearer Notes of any Series (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) of the principal amount(s) specified and bearing specified serial numbers (if applicable) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such certificate or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender of the voting certificate to the Paying Agent who issued the same; or (b) that until the release of the Notes represented thereby the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Notes represented by such certificate; (2) “block voting instruction” shall mean a document in the English language issued by any Paying Agent and dated, in which: (a) it is certified that Bearer Notes of the relevant Series (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of: (i) the conclusion of the meeting specified in such document or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and (ii) the surrender, not less than 48 hours before the time for which such meeting or adjourned meeting is convened or poll called, of the respective receipts to the Paying Agent who issued the same in respect of each such deposited Note which is to be released coupled with notice from the Paying Agent to the relevant Issuer of such surrender; (b) it is certified that each depositor of such Notes has instructed such Paying Agent that the vote(s) attributable to his or its Notes so deposited should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment; 135 (c) the total number, the principal amounts and the certificate numbers of the Notes (if applicable) so deposited are listed, distinguishing with regard to principal amount and with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution, and those in respect of which instructions have been given that the votes attributable thereto should be cast against the resolution; and (d) one or more persons named in such document (hereinafter called a “proxy”) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such document; (3) “electronic platform” means any form of telephony or electronic platform or facility and includes, without limitation, telephone and video conference call and application technology systems; (4) “hybrid meeting” means a combined physical meeting and virtual meeting convened pursuant to this Schedule by the relevant Issuer or the Guarantor or the Trustee at which persons may attend either at the physical location specified in the notice of such meeting or via an electronic platform; (5) “meeting” means a meeting convened pursuant to this Schedule by the relevant Issuer or the relevant Guarantor(s) or the Trustee and whether held as a physical meeting, as a virtual meeting or as a hybrid meeting; (6) “physical meeting” means any meeting attended by persons present in person at the physical location specified in the notice of such meeting; (7) “present” means physically present in person at a physical meeting or a hybrid meeting, or able to participate in or join a virtual meeting or a hybrid meeting held via an electronic platform; (8) “virtual meeting” means any meeting held via an electronic platform; and (9) “Alternative Clearing System” means any clearing system other than Euroclear or Clearstream, Luxembourg. (B) In respect of Bearer Notes, voting certificates and block voting instructions shall only be issued in respect of Notes deposited with any Paying Agent not less than 48 hours before the time for which the meeting or the poll to which the same relate has been convened or called and shall be valid only for so long as the relevant Notes will not be released pursuant to this paragraph 1 hereof and during the validity thereof the Holder of any such voting certificate or (as the case may be) the proxy or proxies named in any block voting instruction shall, for all purposes in connection with any meeting of Holders of Notes, be deemed to be the Holder of the Notes of the relevant Series to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited shall nevertheless be deemed for such purposes not to be the Holder of those Notes. 2 The Trustee, the relevant Issuer or the relevant Guarantor(s) at any time may, and the Trustee shall (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing at the time by Holders of Notes holding not less than one- tenth of the principal amount outstanding of the Notes of any particular Series for the time being outstanding shall, convene a meeting of the Holders of Notes of such Series. Whenever the 136 relevant Issuer or the relevant Guarantor(s) is or, as the case may be, are about to convene any such meeting it shall forthwith give notice in writing to the Trustee of the day, time and place (or the details of the electronic platform to be used in the case of a virtual meeting) thereof and of the nature of the business to be transacted thereat. Every physical meeting shall be held at such place as the Trustee may approve. Every virtual meeting shall be held via an electronic platform and at a time approved by the Trustee. Every hybrid meeting shall be held at a time and place and via an electronic platform approved by the Trustee. 3 At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day and time of the meeting and manner in which it is to be held, and the place of meeting in the case of a physical meeting or a hybrid meeting, or the details of the electronic platform to be used in the case of a virtual meeting or a hybrid meeting, shall be given to the Holders of the Notes of the relevant Series in the manner provided in the Conditions. A copy of the notice shall be given to the Trustee unless the meeting shall be convened by the Trustee, and to the relevant Issuer or the relevant Guarantor(s) unless the meeting shall be convened by such relevant Issuer or the relevant Guarantor(s). Such notice shall be given in the manner provided in these presents and shall, unless in any particular case the Trustee otherwise agrees, specify the terms of the resolutions to be proposed and shall include to the extent applicable to the relevant Series, inter alia, statements to the effect that Notes of the relevant Series may be deposited with any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter. With respect to a virtual meeting or a hybrid meeting, each such notice shall set out such other and further details as are required under paragraph 26. 4 A person (who may, but need not, be the Holder of a Note of the relevant Series) nominated in writing by the Trustee shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting the Holders of Notes present shall choose one of their number to be chairperson and, failing such choice, the relevant Issuer may appoint a chairperson who may, but need not, be the Holder of a Note. The chairperson of an adjourned meeting need not be the same person as the chairperson of the original meeting. 5 At any such meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives and being or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding shall form a quorum for the action of business and no business (other than the choosing of a chairperson) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Notes of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding; PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely: (i) varies the date of maturity or any date of redemption of any of the Notes of the relevant Series or any date for payment of any principal or interest in respect thereof; or (ii) reduces or cancels the principal amount of the Notes of the relevant Series, varies any provision regarding the calculation of the amount or the rate of interest payable thereon or varies the rate of discount, rate of amortisation or any other rate of return applicable thereto or reduces the amount of principal or interest payable on any date; or 137 (iii) modifies the provisions contained in this Schedule concerning the quorum required at any meeting of Holders of Notes in respect of the Notes of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or (iv) varies the currency in which any payment (or other obligation) in respect of the Notes of the relevant Series is to be made; or (v) amends this proviso in any manner, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 66 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 6 If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Holders of Notes, be dissolved. In any other case it shall be adjourned for such period, not being less than fourteen days nor more than 42 days, and to such time and place or electronic platform (as the case may be) as may be appointed by the chairperson. Save as otherwise provided in the proviso to this paragraph, at such adjourned meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate no less than 33 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding. 7 The chairperson may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place (including, for this purpose, an electronic platform) but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 8 At least fourteen days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting. 9 At a meeting which is held only as a physical meeting, every question submitted to such meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Holder of a Note or as a Holder of a voting certificate and/or as a proxy or representative. 10 At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or the relevant Issuer or the relevant Guarantor(s) or by one or more persons holding one or more Notes of the relevant Series or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the principal amount outstanding of the Notes of the relevant Series for the time being outstanding, a declaration by the chairperson that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive
138 evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 11 If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. 12 Any poll demanded at any meeting on the election of a chairperson or on any question of adjournment shall be taken at the meeting without adjournment. 13 At a virtual meeting, a resolution put to the vote of the meeting shall be decided on a poll in accordance with paragraph 28, and any such poll will be deemed to have been validly demanded at the time fixed for holding the meeting to which it relates. 14 The Trustee, the relevant Issuer and the relevant Guarantor(s) (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend, participate and/or and speak at any meeting of the Holders of Notes. Save as aforesaid, no person shall be entitled to attend, participate and/or vote at any meeting of the Holders of Notes or to join with others in requesting the convening of such a meeting unless he is the Holder of a voting certificate or is a proxy or representative. Neither the relevant Issuer nor the relevant Guarantor(s) nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative of, or otherwise connected with, the relevant Issuer, the relevant Guarantor(s) or any of their group companies. 15 Subject as provided in paragraph 14 above, at any such meeting (a) on a show of hands every person who is present in person or who produces his appointment as a representative or a Note or a Certificate of which he is the registered holder or a voting certificate or who is a proxy, shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each integral currency unit of the Specified Currency (a “Unit”) of Notes of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. 16 A proxy named in any block voting instruction need not be a Holder of any Note. 17 Each block voting instruction and each form of proxy, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited at the registered office of the relevant Issuer (or at such other place or electronic platform as the Trustee shall designate or approve) not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairperson of the meeting decides otherwise before such meeting or adjourned meeting or poll proceeds to business. A notarially certified copy of each such block voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before the commencement of the meeting, adjourned meeting or poll but the Trustee 139 shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy. 18 A proxy or representative may be appointed in respect of Registered Notes in the following circumstances: (i) Proxy: A holder of Registered Notes may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Principal Paying Agent not less than 48 hours before the time fixed for the relevant meeting, appoint one or more persons (each a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting. A proxy need not be a Holder of any Note. (ii) Representative: Any holder of Registered Notes which is a corporation may, by delivering to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting. (iii) Other Proxies: If the holder of a Registered Note is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Noteholders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar or the Principal Paying Agent, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar or the Principal Paying Agent not later than 48 hours before the time fixed for any meeting, appoint any person or the Principal Paying Agent or any employee(s) of it nominated by it (the “sub- proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Noteholders. All references to “proxy” or “proxies” in this Schedule other than in this sub-paragraph 18(iii) shall be read so as to include references to “sub-proxy” or “sub- proxies”. (iv) Record Date: For so long as the Notes are eligible for settlement through an Alternative Clearing System’s book-entry settlement system and the rules or procedures of such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting. (v) Any proxy or sub-proxy appointed pursuant to sub-paragraph 18(i) or 18(iii) above or representative appointed pursuant to sub-paragraph 18(ii) above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively. 140 19 Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Noteholders’ instructions pursuant to which it was executed; provided that no intimation in writing of such revocation or amendment shall have been received from the Principal Paying Agent by the relevant Issuer at its registered office or by the chairperson of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is intended to be used. 20 A meeting of the Holders of Notes shall, in respect of the Notes of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely: (a) to sanction any proposal by the relevant Issuer or the relevant Guarantor(s) for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders of Notes and/or the Couponholders in respect of the Notes of the relevant Series, against the relevant Issuer and/or Guarantor(s) whether such rights shall arise under these presents, the Notes or Coupons (if any) of that Series or otherwise; (b) power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the Notes of any Series, in consideration of, shares, stock, bonds, notes, debentures, debenture stocks and/or other obligations and/or securities of the relevant Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, bonds, notes, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; (c) to assent to any modification or alteration of the provisions contained in the Notes or the Coupons of the relevant Series, the Conditions thereof or these presents which shall be proposed by the relevant Issuer, the relevant Guarantor(s) or the Trustee; (d) to waive or authorise any breach or proposed breach by the relevant Issuer or the relevant Guarantor(s) of its or their obligations under the Conditions applicable to the Notes of the relevant Series or these presents or determine that any act or omission which might otherwise constitute an Event of Default under the Conditions applicable to the Notes of the relevant Series shall not be treated as such; (e) to authorise the Trustee to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; (f) to give any authority, direction or sanction which under these presents or the Conditions applicable to the Notes of the relevant Series is required to be given by Extraordinary Resolution; (g) to appoint any persons (whether Holders of Notes or not) as a committee or committees to represent the interests of the Holders of Notes in respect of the Notes of the relevant Series and to confer upon such committee or committees any powers or discretions which such Holders of Notes could themselves exercise by Extraordinary Resolution; (h) to approve a person proposed to be appointed a new Trustee under these presents and to remove any Trustee or Trustees for the time thereof; and 141 (i) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series. 21 An Extraordinary Resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the Holders of Notes of the relevant Series, whether present or not present at such meeting, and upon all the Couponholders in respect of Notes of the relevant Series and each of the Holders of Notes and Couponholders shall, in respect of the Notes of that Series, be bound to give effect thereto accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof. 22 The expression “Extraordinary Resolution” when used in these presents means a resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with the provisions contained herein by a majority consisting of not less than three-fourths of the votes cast thereon or an instrument or instruments in writing signed by the Holder or Holders of not less than 75 per cent. of the Notes of the relevant Series for the time being outstanding. 23 If and whenever an Issuer shall have issued and have outstanding any Notes which do not form one single Series then the foregoing provisions of this Schedule shall have effect subject to the following modifications: (i) a resolution which in the opinion of the Trustee affects one Series only of the Notes shall be deemed to have been duly passed if passed at a separate meeting of the Holders of the Notes of the relevant Series; (ii) a resolution which in the opinion of the Trustee affects more than one Series of the Notes but does not give rise to a conflict of interest between the Holders of Notes of any of the Series affected shall be deemed to have been duly passed if passed at a single meeting of the Holders of the Notes of all Series so affected; (iii) a resolution which in the opinion of the Trustee affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Holders of the Notes of one Series or group of Series so affected and the Holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of the Holders of the Notes of all such Series it shall be duly passed at separate meetings of the Holders of the Notes of each Series so affected; and (iv) to all such meetings as aforesaid all preceding provisions of this Schedule shall, mutatis mutandis, apply as if references therein to Notes and Noteholders or Holders of Notes of the relevant Series were references to the Notes of the Series or group of Series in question and to the Holders of such Notes respectively. 24 Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid, if purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings transacted or by the chairperson of the next succeeding meeting of the Holders of Notes in respect of the Notes of the relevant Series, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly held and
142 convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted. Subject to all other provisions contained in these presents, the Trustee may by agreement with UFN, UCC and PLC, without the consent of the Noteholders or the Couponholders, prescribe or approve such further and/or alternative regulations regarding the holding of meetings of Noteholders and attendance and voting thereat as the Trustee may in its discretion determine or as proposed by the relevant Issuer or the relevant Guarantor(s). 25 So long as the Notes of the relevant Series are represented by any Notes in global form, the Holder of the relevant Notes in global form shall for the purposes of this Schedule be deemed to be two persons and, at any such meeting, as having one vote in respect of each Unit for which such Notes in global form may be exchanged. 26 The relevant Issuer, the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of the means for Holders of the relevant Notes or their proxies or representatives to attend and participate in the meeting, including the electronic platform to be used. 27 The relevant Issuer, or the relevant Guarantor(s) or the chairperson (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the virtual meeting or a hybrid meeting and the suitability of the electronic platform. All documentation that is required to be passed between persons at or for the purposes of the virtual meeting or the hybrid meeting (in whatever capacity) shall be communicated by email (or such other medium of electronic communication as the Trustee may approve). 28 All resolutions put to a virtual meeting or a hybrid meeting shall be voted on by a poll in accordance with paragraphs 9-13 above (inclusive) and such poll votes may be cast by such means as the relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion considers appropriate for the purposes of the virtual meeting. 29 Persons seeking to attend, participate in, speak at or join a virtual meeting or a hybrid meeting via the electronic platform shall be responsible for ensuring that they have access to the facilities (including, without limitation, IT systems, equipment and connectivity) which are necessary to enable them to do so. 30 In determining whether persons are attending, participating in or joining a virtual meeting or a hybrid meeting via the electronic platform, it is immaterial whether any two or more members attending it are in the same physical location as each other or how they are able to communicate with each other. 31 Two or more persons who are not in the same physical location as each other attend a virtual meeting or a hybrid meeting if their circumstances are such that if they have (or were to have) rights to speak or vote at that meeting, they are (or would be) able to exercise them. 32 The chairperson of the meeting reserves the right to take such steps as the chairperson shall determine in its absolute discretion to avoid or minimise disruption at the meeting, which steps may include (without limitation), in the case of a virtual meeting or a hybrid meeting, muting the 143 electronic connection to the meeting of the person causing such disruption for such period of time as the chairperson may determine.5 33 The relevant Issuer, or the relevant Guarantor(s) (in each case, with the Trustee’s prior approval) or the Trustee in its sole discretion may make whatever arrangements they consider appropriate to enable those attending a virtual meeting or a hybrid meeting to exercise their rights to speak or vote at it. 34 A person is able to exercise the right to speak at a virtual meeting or a hybrid meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, as contemplated by the relevant provisions of this Schedule. 35 A person is able to exercise the right to vote at a virtual meeting or a hybrid meeting when: (i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting who are entitled to vote at such meeting. 5 In circumstances where there is a persistent speaker or questioner who is disruptive, the chairperson may, having given due consideration to the points or questions raised, as a last resort, put that attendee’s line on mute so that the business of the meeting may proceed whilst allowing them to continue to be part of the meeting and to vote at the relevant stage in the meeting.
EX-2.2
4
a22firstsupplementalinde.htm
EX-2.2
a22firstsupplementalinde
EX-2.3
5
a23secondammendedandrest.htm
EX-2.3
a23secondammendedandrest
Second Amended and Restated Deposit Agreement, dated as of July 1, 2014 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among UNILEVER PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as ofJuly 1, 2014 EXECUTION VERSION
EX-2.4
6
a24descriptionofsecuriti.htm
EX-2.4
a24descriptionofsecuriti
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of 31 December 2019, Unilever Pie ("PLC", "we", "our'' and "us") had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"): Name of ea ch exch a ng e on _Ti_tl _e _of_ e_a _ch_ c_ la_ s_s _______________________ Tra ding symbols whi ch regist ered Ordinary shares, nominal value of 3 1/9 pence per share ULVR New York Stock Exchange* American Shares (evidenced by Depositary Receipts) each representing one UL New York Stock Exchange ordinary share of the nominal amount of 3 1/9p each * Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. Our ordinary shares, nominal value of 3 1/9 pence ("PLC Ordinary Shares"), are listed on the premium segment of the main market of the London Stock Exchange pie (the "LSE"). PLC American Depositary Shares ("PLC ADSs") are available through an American Depositary Receipt program established pursuant to a deposit agreement (the "Deposit Agreement") that we entered into with Deutsche Bank Trust Company Americas, as depositary (the "Depositary"). PLC ADSs, each representing one PLC Ordinary Share, are listed on the New York Stock Exchange, traded under the symbol UL, and are registered under Section 12(b) of the Exchange Act. In connection with this listing (but not for trading), the PLC Ordinary Shares are registered under Section 12(b) of the Exchange Act. The following contains a description of the rights of (i) holders of the PLC Ordinary Shares and (ii) PLC ADS holders. The following summary is subject to and qualified in its entirety by PLC's Articles of Association and by English law. This is not a summary of all the significant provisions of the Articles of Association or of English law and does not purport to be complete. Capital terms used but not defined herein have the meanings given to them in PLC's Annual Report on Form 20-F for the fiscal year ended December 31, 2019 and in the Deposit Agreement, which is an exhibit to our registration statement on Form F-6 filed with the SEC on June 24, 2014. PLC Ordinary Shares Item 9.A.3 Pre-emptive rights Under English law, PLC is not permitted to allot shares for cash without first offering those shares to existing shareholders in proportion to their existing holdings. However, at each AGM PLC is granted shareholder approval to allot shares up to a value that represents one third of PLC's issued ordinary share capital and to disapply pre-emption rights for share allotments that represent 10% of PLC's total issued ordinary share capital. The 10% authority is split so that 5% is a disapplication for allotments for general corporate purposes and the other 5% is for allotments made in connection with financing an acquisition or other capital investment. Item 9.A.5 Type and class of securities PLC Ordinary Shares are listed on the London Stock Exchange and have a nominal value of 3 1/9 pence each. All PLC Ordinary Shares are issued in registered form. As at December 31, 2019, the total number of outstanding PLC Ordinary Shares was 1,168,530,650.
EX-4.1
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a41servicecontracts.htm
EX-4.1
a41servicecontracts
EX-4.2
8
a42rewardletters.htm
EX-4.2
a42rewardletters
Private & Confidential Hein Schumacher Hein.Schumacher@unilever.com 22 February 2024 Dear Hein, Your reward package in respect of 2024 This letter outlines your reward package for 2024 authorised by the Compensation Committee (the “Committee”). Any defined terms used have the meaning set out in your service agreement (your “Agreement”) with Unilever PLC (“Unilever”) if not otherwise defined here. REWARD PACKAGE Fixed pay: EUR 1,850,000 p.a. Your fixed pay is denominated in Euros (and payable in equal monthly instalments). Discretionary annual bonus: 2023: Discretionary annual bonus outcome prorated for 7 months (June – Dec 2023) : EUR 1,861,563 Gross This is your gross annual bonus award in respect of 2023. It represents your annual bonus target (150% of your fixed pay) multiplied by annual bonus pool differentiation factor of 1.15 and prorated to 7 months for the period of active employment with Unilever. In accordance with the changes in the Reward Framework, 50% of your net of taxes Annual Bonus will be deferred into Unilever shares pursuant to the rules of the Unilever Share Plan 2017 (the “Plan”), in the form of Forfeitable Shares granted on or around 22 March 2024, that will vest 3 years after the date of award on or around 22 March 2027. For further details regarding your bonus outcome, please refer to the Directors’ Remuneration Report (DRR) of the 2023 Annual Report and Accounts (ARA). Annual bonus payment amounts will be calculated based on the FX rate as at the time of payment. 2024: Discretionary annual bonus target: 150% of fixed pay Your discretionary annual bonus target for 2024 is set out above. The maximum discretionary annual bonus is 225% of fixed pay (150% of target bonus). Performance measures are as set out in the Directors’ Remuneration Report (DRR) of the 2023 Annual Report and Accounts (ARA). Details of the performance targets approved by the Committee will be communicated to you separately. PSP: 2024: Discretionary Performance Share Plan (PSP) award: EUR 3,700,000 Gross (200% of fixed pay) The value of your discretionary Performance Share Plan Award (PSP) award is set out above and is granted under the Plan. Your PSP award will vest between 0-200% three years from the award date in line with the rules of the Plan and performance against the measures/targets set out below. The PSP award will be granted on or around 8 March 2024 and will vest on or around 17 Feb 2027.Upon vesting of the PSP award, an additional two-year holding period will apply until 8 March 2029 (which is unaffected by departure).
Benefits: Unilever will continue to provide the following benefits on the same basis as currently: • medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan; • life insurance cover at three times your fixed pay • actual and reasonable costs of tax return preparation in respect of total Unilever earnings via Unilever’s designated tax advisor. In addition, all 2023 payments/awards set out above (excluding the bonus deferral shares) are gross, and subject to: any necessary deductions for tax/social security; the malus/clawback provisions set out below; the terms and conditions of your Agreement (which are unchanged save as set out in this letter), relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time). In respect of variable remuneration set out above, i.e. annual bonus, bonus deferral awards and PSP, the award date or vesting date may change according to Unilever’s legal and regulatory requirements. In the event of such a change, the value of the variable remuneration will be based on the Unilever share prices as at the actual award date or vesting date. Recovery Policy and Malus and Clawback Policy All variable remuneration, including annual bonus, bonus deferral awards, and PSP set out in this letter, is subject to the terms of the Recovery Policy and Malus and Clawback Policy, which can be found here and here (Recovery Policy) (Malus and Clawback Policy). Personal shareholding requirement. In your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with our Personal Shareholding Standard. Just as a reminder, you are required to retain all shares vesting from any share awards made since your appointment until your personal shareholding requirement of at least five times your fixed pay has been met. You need to continue holding shares after your employment ends (100% of the minimum shareholding requirement for 24 months post cessation). Next steps. If you have any questions about the above (or the Reward Framework/ Remuneration Policy generally), please don’t hesitate to contact me via Nitin.Paranjpe@unilever.com Please then reply “AGREED” to copying Placid.Jover@unilever.com and Andrew.Forsythe@unilever.com to confirm that you agree to the terms and conditions of this letter, including the operation of recovery, clawback and malus, and that you have read the relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time) which set out the recovery, clawback and malus provisions in more detail, and that you agree to be bound by their terms. In particular, you consent to any repayment, withholding or deduction made in accordance with such provisions (otherwise such agreement will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis). With kind regards, Nitin Paranjpe Chief People & Transformation Officer
Private & Confidential Fernando Fernandez Fernando.Fernandez@unilever.com 22 February 2024 Dear Fernando, Your reward package in respect of 2024 This letter outlines your reward package for 2024 authorised by the Compensation Committee (the “Committee”). Any defined terms used have the meaning set out in your service agreement (your “Agreement”) with Unilever PLC (“Unilever”) if not otherwise defined here. REWARD PACKAGE Fixed pay: EUR 1,175,000 p.a. Your fixed pay is denominated in Euros (and payable in equal monthly instalments). Discretionary annual bonus: 2023: Discretionary annual bonus outcome: EUR € 931,094 Net This is your net annual bonus award in respect of 2023. It represents your annual bonus target (100% of your fixed pay) multiplied by your one performance signal multiplier of 145% and the applicable differentiation factor calculated with respect to the differentiation factor for Business & Wellbeing of 1.236 (75% weighting) and Unilever’s 2023 differentiation factor of 1.093 (25% weighting). In accordance with the changes in the Reward Framework, 50% of your net Annual Bonus will be deferred into Unilever shares pursuant to the rules of the Unilever Share Plan 2017 (the “Plan”), in the form of Forfeitable Shares granted on or around 22 March 2024, that will vest 3 years after the date of award on or around 22 March 2027. For further details regarding your bonus outcome, please refer to the Directors’ Remuneration Report (DRR) of the 2023 Annual Report and Accounts (ARA). Annual bonus payment amounts will be calculated based on the FX rate as at the time of payment. 2024: Discretionary annual bonus target: 120% of fixed pay Your discretionary annual bonus target for 2024 is set out above. The maximum discretionary annual bonus is 225% of fixed pay (150% of target bonus). Performance measures are as set out in the Directors’ Remuneration Report (DRR) of the 2023 Annual Report and Accounts (ARA). Details of the performance targets approved by the Committee will be communicated to you separately. PSP: 2024: Discretionary Performance Share Plan (PSP) award: EUR 1,880,000 Gross (160% of fixed pay) The value of your discretionary Performance Share Plan Award (PSP) award is set out above and is granted under the Plan. Your PSP award will vest between 0-200% three years from the award date in line with the rules of the Plan and performance against the measures/targets set out below. The PSP award will be granted on or around 8 March 2024 and will vest on or around 17 Feb 2027. Upon vesting of the PSP award, an additional two-year holding period will apply until 8 March 2029 (which is unaffected by departure).
Benefits: Unilever will continue to provide the following benefits on the same basis as currently: • medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan; • life insurance cover at three times your fixed pay • actual and reasonable costs of tax return preparation in respect of total Unilever earnings via Unilever’s designated tax advisor. In addition, all 2023 payments/awards set out above are net, and subject to malus/clawback provisions set out below; the terms and conditions of your Agreement (which are unchanged save as set out in this letter), relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time). In respect of variable remuneration set out above, i.e. annual bonus, bonus deferral awards and PSP, the award date or vesting date may change according to Unilever’s legal and regulatory requirements. In the event of such a change, the value of the variable remuneration will be based on the Unilever share prices as at the actual award date or vesting date. Recovery Policy and Malus and Clawback Policy All variable remuneration, including annual bonus, bonus deferral awards, and PSP set out in this letter, is subject to the terms of the Recovery Policy and Malus and Clawback Policy, which can be found here and here (Recovery Policy) (Malus and Clawback Policy). Personal shareholding requirement. In your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with our Personal Shareholding Standard. Just as a reminder, you are required to retain all shares vesting from any share awards made since your appointment until your personal shareholding requirement of at least four times your fixed pay has been met. I’m pleased to confirm that you currently satisfy the Personal Shareholding Requirement. You need to continue holding shares after your employment ends (100% of the minimum shareholding requirement for 24 months post cessation). Next steps. If you have any questions about the above (or the Reward Framework/ Remuneration Policy generally), please don’t hesitate to contact me via Nitin.Paranjpe@unilever.com Please then reply “AGREED” to copying Placid.Jover@unilever.com and Andrew.Forsythe@unilever.com to confirm that you agree to the terms and conditions of this letter, including the operation of recovery, clawback and malus, and that you have read the relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time) which set out the recovery, clawback and malus provisions in more detail, and that you agree to be bound by their terms. In particular, you consent to any repayment, withholding or deduction made in accordance with such provisions (otherwise such agreement will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis). With kind regards, Nitin Paranjpe Chief People & Transformation Officer
Private & Confidential Graeme Pitkethly Graeme.Pitkethly@unilever.com 22 February 2024 Dear Graeme, Your reward package in respect of 2024 This letter outlines your reward package for 2024 authorised by the Compensation Committee (the “Committee”). Any defined terms used have the meaning set out in your service agreement (your “Agreement”) with Unilever PLC (“Unilever”) if not otherwise defined here. REWARD PACKAGE Fixed pay: EUR 1,246,262 p.a. Your fixed pay is denominated in Euros (and payable in equal monthly instalments). Discretionary annual bonus: 2023: Discretionary annual bonus outcome: EUR 1,719,842 Gross This is your gross annual bonus award in respect of 2023. It represents your annual bonus target (120% of your fixed pay) multiplied by annual bonus pool differentiation factor of 1.15. In accordance with the changes in the Reward Framework, 50% of your net of taxes Annual Bonus will be deferred into Unilever shares pursuant to the rules of the Unilever Share Plan 2017 (the “Plan”), in the form of Forfeitable Shares granted on or around 22 March 2024, that will vest 3 years after the date of award on or around 22 March 2027. For further details regarding your bonus outcome, please refer to the Directors’ Remuneration Report (DRR) of the 2023 Annual Report and Accounts (ARA). Annual bonus payment amounts will be calculated based on the FX rate as at the time of payment. Benefits: Unilever will continue to provide the following benefits on the same basis as currently: • medical cover for you and your family via the Allianz Worldwide Care International Healthcare Plan; • life insurance cover at three times your fixed pay • actual and reasonable costs of tax return preparation in respect of total Unilever earnings via Unilever’s designated tax advisor. In addition, all 2023 payments/awards set out above (excluding the bonus deferral shares) are gross, and subject to: any necessary deductions for tax/social security; the malus/clawback provisions set out below; the terms and conditions of your Agreement (which are unchanged save as set out in this letter), relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time). In respect of variable remuneration set out above, i.e. annual bonus and bonus deferral awards, the award date or vesting date may change according to Unilever’s legal and regulatory requirements. In the event of such a change, the value of the variable remuneration will be based on the Unilever share prices as at the actual award date or vesting date. As a reminder, upon vesting of previous MCIP Match awards, an additional one-year holding period will apply (which is unaffected by departure).
Recovery Policy and Malus and Clawback Policy All variable remuneration, including annual bonus, bonus deferral awards, and PSP set out in this letter, is subject to the terms of the Recovery Policy and Malus and Clawback Policy, which can be found here and here (Recovery Policy) (Malus and Clawback Policy). Personal shareholding requirement. In your role as an Executive Director you are required to demonstrate a significant personal shareholding commitment to Unilever, in line with our Personal Shareholding Standard. Just as a reminder, you are required to retain all shares vesting from any share awards made since your appointment until your personal shareholding requirement of at least four times your fixed pay has been met. I’m pleased to confirm that you currently satisfy the Personal Shareholding Requirement. You need to continue holding shares after your employment ends (100% of the minimum shareholding requirement for 24 months post cessation). Next steps. If you have any questions about the above (or the Reward Framework/ Remuneration Policy generally), please don’t hesitate to contact me via Nitin.Paranjpe@unilever.com Please then reply “AGREED” to copying Placid.Jover@unilever.com and Andrew.Forsythe@unilever.com to confirm that you agree to the terms and conditions of this letter, including the operation of recovery, clawback and malus, and that you have read the relevant award documentation, plan rules and related policies/standards (as amended or replaced from time to time) which set out the recovery, clawback and malus provisions in more detail, and that you agree to be bound by their terms. In particular, you consent to any repayment, withholding or deduction made in accordance with such provisions (otherwise such agreement will be deemed to have been given as appropriate for Unilever to operate these arrangements on the above basis). With kind regards, Nitin Paranjpe Chief People & Transformation Officer
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DB1/ 70794410.14 UNILEVER NORTH AMERICA OMNIBUS EQUITY COMPENSATION PLAN As Amended and Restated as of November 29, 2022 The Unilever North America Omnibus Equity Compensation Plan (the “Plan”) has been established to allow Unilever PLC and its subsidiaries to implement the Unilever global share schemes (“Unilever Global Share Schemes”) that are approved from time to time by the Board of Directors (the “Unilever Board”) and shareholders of Unilever PLC in North America. The Plan is maintained for the benefit of eligible employees of Unilever United States, Inc., Unilever Canada Inc., Unilever de Puerto Rico, Inc., their subsidiaries and other designated entities. The purpose of the Plan is to provide designated employees with the opportunity to receive grants of performance shares, phantom shares, stock awards, stock options, and other awards payable in, based upon or otherwise related to shares of Unilever PLC (“Unilever” or the “Parent Corporation”), which is the corporate parent of Unilever United States, Inc., Unilever Canada Inc. and Unilever de Puerto Rico, Inc. and their affiliates (together with Unilever, the “Unilever Group”). The Plan also provides for the deferral of compensation pursuant to the Unilever United States Deferred Compensation Plan. The Plan was established effective as of November 14, 2002 as the Unilever North America 2002 Omnibus Equity Compensation Plan (the “2002 Plan”) and was a successor to the Unilever North America 1992 Stock Option Plan, as amended, the Unilever North America 2001 Omnibus Stock Plan, the Unilever North America Performance Share Plan, and the Amended and Restated Unilever North America Share Bonus Plan (collectively, the “Prior Plans”). The Prior Plans were merged into the 2002 Plan as of November 14, 2002. Outstanding grants under the Prior Plans continued in effect according to their terms as in effect on the effective date (subject to such amendments as the Committee determines, consistent with the Prior Plans), and the Shares with respect to outstanding grants under the Prior Plans are distributable under this Plan. The Plan was amended and restated effective as of November 1, 2012 to change the name of the Plan to the “Unilever North America Omnibus Equity Compensation Plan,” eliminate the term of the Plan, and make other appropriate changes.
DB1/ 70794410.14 2 The Plan was amended and restated as of November 29, 2020 to make appropriate changes in light of Unilever’s unification that restructured the company’s corporate parent structure. The Plan is hereby amended and restated as of November 29, 2022 to make appropriate changes to increase the number of shares that may be issued or transferred under the Plan and to authorize the issuance of newly issued shares under the Plan. The amended and restated Plan shall apply to Grants (as defined below) made after the effective date of the restatement. The Plan is intended to provide incentives to designated Unilever Group employees to increase their efforts on behalf of the Unilever Group and their proprietary interests in Unilever, thus further aligning their interests with those of other shareholders of Unilever. 1. ADMINISTRATION (a) Committee. The Plan shall be administered and interpreted by the North America Compensation Committee or another committee appointed by the Board of Directors of Unilever United States, Inc. (the “Committee”). The Committee will take actions based on similar actions of the Unilever Board or the Remuneration Committee of the Unilever Board under the applicable Unilever Global Share Scheme, where appropriate. (b) Committee Authority. The Committee shall have the sole discretionary authority to (i) determine the Employees to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to each such individual, (iii) determine the time when Grants will be made and the duration of any applicable restrictions and conditions, including performance conditions, where appropriate, (iv) require confidentiality, non-solicitation, non- competition and other covenants as a condition of Grants, where appropriate, (v) amend the terms of any previously issued Grant, (vi) establish guidelines pursuant to which Grants shall be made, (vii) determine whether performance conditions have been met and make any appropriate adjustments with respect to performance conditions and the amounts payable upon satisfaction of performance conditions, and (viii) deal with any other matters arising under the Plan. The Committee may delegate its authority under the Plan, including its ability to determine the type, size and terms of grants to Employees, to one or more sub-committees or individuals, as the Committee deems appropriate and to the extent allowed by applicable law. To the extent that the
DB1/ 70794410.14 3 Committee delegates its authority under the Plan, references in the Plan to the “Committee” shall be deemed to include the sub-committee or individuals to whom the Committee has delegated authority. (c) Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, guidelines, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Unilever Group, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. 2. GRANTS AND AUTHORIZED SHARES (a) Grants. Awards under the Plan may consist of grants of (i) performance shares or phantom shares as described in Section 4 (“Performance Shares” and “Phantom Shares”), (ii) stock awards as described in Section 5 (“Stock Awards”), (iii) stock options as described in Section 6 (“Options”), and (iv) other awards as described in Section 7 (“Other Awards”) (collectively referred to as “Grants”). All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in an award letter, summary of award terms or other award communication (the “Grant Terms”) established by the Committee for the particular type of Grant. All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant. The Committee shall approve the form and provisions of each Grant. (b) Authorized Shares. The shares awarded under the Plan shall consist of Ordinary Shares of Unilever (“Unilever Ordinary Shares”) and American Shares of Unilever, evidenced
DB1/ 70794410.14 4 by Depositary Receipts issued in New York (each representing one Ordinary Share of Unilever) (“Unilever ADRs”) (collectively referred to as “Shares”). (c) Shares Reserved. Subject to adjustment as described in Section 3(c) below, the aggregate number of Shares that may be transferred under the Plan is 117,900,000 Unilever ADRs and 3,000,000 Unilever Ordinary Shares. The aggregate Share numbers include Shares distributable with respect to outstanding Grants under the 2002 Plan as of the effective date of the 2012 restatement of the Plan. (d) Shares Authorized for Grants. The Shares to be transferred under the Plan may be authorized but unissued Shares, treasury Shares or other reacquired Shares, including Shares purchased by a Unilever Group member on the open market for purposes of the Plan, as determined by Unilever. If any Grants made under this Plan or a Prior Plan are forfeited or expire or are terminated unexercised, the Shares subject to such Grants shall be available for purposes of the Plan. Shares surrendered in payment of the exercise price of an Option, and shares withheld or surrendered for payment of taxes with respect to any Grant, shall be available for re-issuance under the Plan. To the extent that Grants are designated in the Grant Terms to be paid in cash, and not in Shares, the Grants shall not count against the share limits under the Plan. (e) Adjustments. If there is any change in the number or kind of Shares outstanding (i) by reason of a share dividend, spinoff, recapitalization, share split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class without Unilever’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as result of a spinoff or Unilever’s payment of any extraordinary dividend or distribution, the maximum number of Shares available for issuance under the Plan, the kind and number of Shares covered by outstanding Grants, the kind and number of Shares to be issued or issuable under the Plan, and the price per Share or the applicable market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from
DB1/ 70794410.14 5 such adjustment shall be eliminated. Any adjustments to outstanding Grants shall be consistent with the requirements of the applicable Unilever Global Share Scheme, as the Committee deems appropriate, and shall be consistent with Sections 409A and 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable. The adjustments of Grants under this Section 2(e) shall include adjustment of Shares, exercise price of Options, performance conditions or other terms and conditions, as the Committee deems appropriate. Any adjustments determined by the Committee shall be final, binding and conclusive. 3. ELIGIBILITY FOR PARTICIPATION (a) In General. Except as otherwise determined by the Committee, all employees of the Unilever Group (“Employees”), including employees who are officers or directors of Unilever or any Unilever subsidiary, shall be eligible to receive Grants under the Plan. For purposes of the Plan, the term “Employee” shall mean common law employees as determined by the Unilever Group, and shall not include an independent contractor or any other person who is not treated by a Unilever Group member as an employee for purposes of the withholding of United States Federal employment taxes or the withholding of employment-related taxes under the laws of another taxing authority, regardless of any contrary governmental or judicial determination relating to such employment status or tax withholding. If a person described in the preceding sentence is subsequently reclassified or determined to be an employee by the Internal Revenue Service, any other governmental agency or authority, or a court, or if a Unilever Group member is required to reclassify such an individual as an employee as a result of such reclassification or determination (including any reclassification by a Unilever Group member in settlement of any claim or action relating to such individual’s employment status), such individual will not become eligible to receive Grants under the Plan by reason of such reclassification or determination, unless otherwise determined by the Committee on a prospective basis. (b) Selection of Participants. The Committee shall select the Employees to receive Grants and shall determine the number of Shares subject to a particular Grant in such manner as the Committee determines. Employees who receive Grants under this Plan shall hereinafter be referred to as “Participants.”
DB1/ 70794410.14 6 4. PERFORMANCE SHARES AND PHANTOM SHARES The Committee may grant Performance Shares or Phantom Shares to an Employee upon such terms as the Committee deems appropriate. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares to which Performance Shares or Phantom Shares shall relate or that may be issued or transferred pursuant to Performance Shares or Phantom Shares. (b) Performance Share and Phantom Share Provisions. Each Performance Share or Phantom Share shall represent the right of the Participant to receive an amount based on the fair market value of a Share, the appreciation in fair market value of a Share or such other measurement as the Committee deems appropriate, if the conditions (if any) established by the Committee are met. The Committee shall determine (i) the terms and conditions of each Performance Share or Phantom Share, including any applicable performance conditions, (ii) whether Performance Shares or Phantom Shares will be payable in cash, in Shares or in a combination of the two, and (iii) any other requirements with respect to Performance Shares or Phantom Shares as the Committee deems appropriate. 5. STOCK AWARDS The Committee may grant a Stock Award to an Employee upon such terms as the Committee deems appropriate. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares to be issued or transferred pursuant to a Stock Award. (b) Stock Award Provisions. The Committee may grant Stock Awards for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of performance conditions. The Committee shall determine any other requirements, conditions and restrictions with respect to Stock Awards as the Committee deems appropriate.
DB1/ 70794410.14 7 (c) Right to Vote and to Receive Dividends. The Committee shall determine whether the Participant shall have the right to vote the Shares covered by Stock Awards and the extent to which the Participant may receive any dividends or other distributions paid on such Shares. 6. OPTIONS The Committee may grant an Option to an Employee upon such terms as the Committee deems appropriate. Options shall be nonqualified stock options for United States tax purposes. (a) Number and Type of Shares. The Committee shall determine the number and type of Shares that will be subject to each Grant of Options. (b) Option Provisions. The exercise price of an Option shall be determined by the Committee and shall be equal to or greater than the fair market value of a Share on the date the Option is granted. The Committee shall determine (i) when and under what conditions the Option may be exercised, (ii) the periods during which the Option may be exercised, and (iii) any other restrictions, conditions and requirements with respect to the Option as the Committee deems appropriate. (c) Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to such person or entity as the Committee shall designate. The Participant shall pay the exercise price in a manner authorized by the Committee, which may include payment in any of the following forms approved by the Committee: (i) in cash, (ii) by delivering Shares owned by the Participant and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of Shares having an aggregate fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by net exercise, or (v) by such other method as the Committee may approve. Payment for the Shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Shares. 7. OTHER AWARDS The Committee may grant to Employees Other Awards that are payable in Shares or
DB1/ 70794410.14 8 cash, based upon or otherwise related to Shares, including stock appreciation rights and other rights, on such terms and conditions as the Committee deems appropriate. The Committee shall determine (i) the amount and value of such Other Awards, (ii) the type of Shares to which Other Awards will relate, (iii) whether Other Awards will be payable in cash, in Shares or in a combination of the two, and (iv) such other terms, conditions and requirements as the Committee deems appropriate. 8. DIVIDEND EQUIVALENTS When the Committee grants Performance Shares, Phantom Shares or Other Awards (other than stock appreciation rights), the Committee may grant Dividend Equivalents in connection with such Grants under such terms and conditions, including performance conditions, as the Committee deems appropriate. A “Dividend Equivalent” is an amount determined by multiplying the number of Shares subject to a Grant by the per-Share cash dividend, or the per- share fair market value (as determined by the Committee) of any dividend in consideration other than cash, paid by Unilever on its Shares. Dividend Equivalents may be paid to Employees currently or may be deferred, consistent with Section 409A of the Code, as determined by the Committee. All Dividend Equivalents that are not paid currently shall be credited to book accounts on Unilever’s records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Performance Shares, Phantom Shares or Shares of Other Awards for the Employee, as determined by the Committee. Unless otherwise specified by the Committee, deferred Dividend Equivalents will not accrue interest. Dividend Equivalents may be payable in cash or Shares or in a combination of the two, as determined by the Committee.
DB1/ 70794410.14 9 9. DEFERRALS The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares and other amounts that would otherwise be due to such Participant in connection with any Grant other than Options or Other Awards in the form of stock appreciation rights. 10. TRANSFERABILITY OF GRANTS Except as the Committee may otherwise determine, only the Participant may exercise rights under a Grant during the Participant’s lifetime. A Participant may not transfer rights with respect to a Grant except by will or by the laws of descent and distribution or as permitted by the Committee in accordance with applicable law. When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights in accordance with their terms. Such personal representative or other person must furnish proof satisfactory to the Committee of his or her right to exercise an Option or receive payment with respect to any Grant under the Participant’s will or under the applicable laws of descent and distribution. 11. LIMITATIONS ON TRANSFER OF SHARES No Shares shall be transferred in connection with any Grant unless and until all legal requirements and Unilever policies applicable to the transfer of such Shares have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such Shares as the Committee shall deem necessary or advisable. Shares transferred under the Plan will be subject to such stop-transfer orders, legends and other restrictions as the Committee deems appropriate, including restrictions required by applicable laws, regulations and interpretations. 12. WITHHOLDING OF TAXES (a) Required Withholding. All Grants under the Plan shall be subject to applicable United States, Canada, Puerto Rico or other country, state or province and local income tax and social security withholding requirements. The Participant’s employer shall have the right to
DB1/ 70794410.14 10 deduct from all Grants paid in Shares or cash, or from other wages paid to the Participant, any taxes required by law to be withheld with respect to such Grants. In the case of Grants paid in Shares, the Participant or other person receiving Shares or exercising Options may be required to pay to the appropriate representative of the Unilever Group the amount of any taxes that such employer is required to withhold with respect to such Grants, or the Participant’s employer may deduct from other wages payable to the Participant the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. The Committee may determine that the employer’s tax withholding obligation with respect to Grants paid in Shares shall be satisfied by having Shares withheld, at the time such Grants become taxable, or the Committee may allow Participants to elect to have such share withholding applied to particular Grants. For any Grants that are subject to U.S. GAAP financial accounting rules, Shares may be withheld up to an amount that does not exceed the minimum applicable withholding tax rate for U.S. Federal state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee. 13. CHANGE OF CONTROL (a) Change of Control Terms. The Committee may establish such terms for Grants, and may take actions as described below, in the event of a Change of Control (as defined below) or other corporate transaction as the Committee deems appropriate and consistent with the applicable Unilever Global Share Scheme. (b) Assumption of Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable options by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other Grants that remain outstanding after the Change of Control shall be converted to similar Grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). (c) Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Committee may take any of the following actions with respect to any or all
DB1/ 70794410.14 11 outstanding Grants, without the consent of any Participant: (i) the Committee may determine that the vesting of Grants shall automatically accelerate and that Options shall become fully exercisable, (ii) the Committee may require that Participants surrender their outstanding Options in exchange for a payment by the Company, in cash or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then fair market value of the Shares subject to the Participant’s unexercised Options exceeds the exercise price, (iii) after giving Participants an opportunity to exercise their outstanding Options, the Committee may terminate any or all unexercised Options at such time as the Committee deems appropriate, and (iv) with respect to Participants holding Stock Awards, Performance Shares, Phantom Shares or Other Awards, the Committee may determine that such Participants shall receive a payment in settlement of such Grants in such amount and form as may be determined by the Committee. Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share fair market value of the Shares does not exceed the per share exercise price, Unilever shall not be required to make any payment to the Participant upon surrender of the Option. (d) Change of Control. Unless otherwise determined by the Committee, a “Change of Control” shall be deemed to have occurred if, with respect to Unilever: (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent Corporation representing more than 50% of the voting power of the then outstanding securities of the Parent Corporation; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Parent Corporation becomes a subsidiary of another corporation and in which the shareholders of the Parent Corporation immediately prior to the transaction will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the new parent corporation would be entitled in the election of directors; or (ii) The consummation of (i) a merger or consolidation of the Parent Corporation with another corporation where the shareholders of the Parent Corporation
DB1/ 70794410.14 12 immediately prior to the merger or consolidation will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors, (ii) a sale or other disposition of all or substantially all of the assets of the Parent Corporation or (iii) a liquidation or dissolution of the Parent Corporation. 14. AMENDMENT AND TERMINATION OF THE PLAN (a) Amendment or Termination of Plan. The Committee may amend or terminate the Plan at any time. (b) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of the Participant unless the Participant consents or unless the Committee acts under Section 15(c). The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 15(c) or may be amended by agreement of the Committee (or its delegate) and the Participant consistent with the Plan. 15. MISCELLANEOUS PROVISIONS (a) Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit the right of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees of a member of the Unilever Group or for other proper corporate purposes, or (ii) limit the right of any member of the Unilever Group to grant stock options or make other awards outside of the Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving a member of the Unilever Group in substitution for a stock option or other grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants.
DB1/ 70794410.14 13 (b) Clawback and Other Policies. All Grants under the Plan shall be subject to forfeiture or recoupment in accordance with the terms of any applicable clawback or recoupment policy adopted by the Unilever Board from time to time and any applicable malus, clawback or recoupment terms of an applicable Unilever global equity plan, including without limitation, if applicable, Rule 9 of the Unilever Share Plan 2017, as in effect from time to time, and all Grants shall be subject to the Unilever Share Dealing Code and other applicable Unilever policies. (c) Compliance with Law. The Plan and the obligations of the Unilever Group to transfer Shares shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. (d) Funding of the Plan. The Plan shall be unfunded. The Committee shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. (e) Rights of Participants. Nothing in the Plan shall entitle any Employee or other person to any claim or right to be awarded a Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of any member of the Unilever Group or any other employment rights. (f) Governing Documents. The Plan and the Grant Terms shall be the controlling documents. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan or Grant Terms in any manner. The Plan and the Grant Terms shall be binding upon and enforceable against the Unilever Group and its successors and assigns. (g) Employees Subject to Taxation and Other Applicable Laws Outside the United States. With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.
DB1/ 70794410.14 14 (h) No Waiver. The failure by a Unilever Group member or the Committee to exercise any right, authority or discretion granted hereunder shall not be construed as waiving any such right, authority, or discretion, or as granting any other party any rights whatsoever. No waiver shall be valid unless made in writing in an instrument signed by a designated officer of the Unilever Group. (i) Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any Grant awarded under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Participant’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code. (j) Governing Law; Jurisdiction; Waiver of Jury Trial. The validity, construction, interpretation and effect of the Plan and the Grants under the Plan, and any dispute arising under
DB1/ 70794410.14 15 or related thereto, whether in contract, tort or otherwise, shall be governed by the laws of the State of New York, without reference to its conflicts of law principles. Each party to a Grant irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in connection with the Plan or the Grants or disputes relating hereto may be brought only in the United States District Court for the Southern District of New York, or if such court does not have jurisdiction, in the courts of the State of New York located in New York County, and each party to a Grant hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each party to a Grant waives, to the fullest extent permitted by law, any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any rights or remedies under, or arising in connection with or relating to, the Plan or the Grants. No party to a Grant shall be liable for punitive, exemplary or special damages of any nature whatsoever arising out of the Plan or the Grants.
EX-4.4
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a44theunileverplcinterna.htm
EX-4.4
a44theunileverplcinterna
THE UNILEVER PLC 1997 EXECUTIVE SHARE OPTION SCHEME 5 November 2001 CLIFFORD CHANCE 200 Aldersgate Street London EC1A 4JJ Date adopted: 6 May 1997 CONTENTS 1. Definitions and Interpretation 2 2. Grant of Options 3 3. Limits 3 4. Exercise of Options 4 5. Cash Equivalent 5 6. Take-over, Reconstruction and Winding-up 6 7. Variation of Capital 7 8. Alterations 7 9. Miscellaneous 8 PLC Scheme Rules 1 November 2001
1. Definitions and Interpretation (1) In this Scheme, unless the context otherwise requires:- “Euronext” means Euronext Amsterdam N.V.; “the Board” means the board of directors of the Company or a committee appointed by such board of directors; “the Company” means Unilever PLC (registered in England and Wales No. 41424); “the Dutch Company” means Unilever N.V. having its registered office in Rotterdam (registered number: 51830); “Dutch Scheme” means the Unilever N.V. Executive Share Option Scheme; “Dutch Scheme Company” means a body corporate whose directors and/or employees are eligible to receive options under the Dutch Scheme; “Dutch Subsidiary” means a body corporate, which is a subsidiary of the Dutch Company within the meaning of article 2:24a of the Dutch Civil Code; “the Grant Date” in relation to an Option means the date on which the Option was granted; “Group Company” means the Company or any Subsidiary or the Dutch Company or any Dutch Scheme Company; "the London Stock Exchange” means London Stock Exchange Limited; “Option” means an option granted under the Scheme to acquire Share Units, and for this purpose an option to acquire includes an option to purchase and an option to subscribe; “Participant” means a person who holds an Option; “Participating Company” means the Company or any Subsidiary; “the Scheme" means the Unilever International PLC 1997 Executive Share Option Scheme as herein set out but subject to any alterations or additions made under Rule 8 below; “Share Unit” means a unit comprising: (a) such number of shares in the Company as the Board in its absolute discretion shall determine; and (b) such number of shares in the Dutch Company as the Board in its absolute discretion shall determine. “Subsidiary” means a body corporate, which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985. (2) Any reference in the Scheme to any enactment includes a reference to that enactment as from time to time modified extended or re-enacted. PLC Scheme Rules 2 November 2001
2. Grant of Options (1) Subject to sub-rule (2) below and to Rule 3 below, the Board may grant to any employee of a Participating Company (including an employee who is also a director) an Option, upon the terms set out in the Scheme and upon such other terms as the Board may specify. (2) An Option may only be granted:- (a) within the period of 6 weeks beginning with the date on which the Scheme is approved and adopted by the Company in general meeting or the dealing day next following the date on which the Company announces its results for any period, or at any other time when the circumstances are considered by the Board to be sufficiently exceptional to justify the grant thereof; and (b) within the period of 10 years beginning with the date on which the Scheme is approved and adopted as aforesaid. (3) The price at which shares may be acquired by the exercise of an Option shall be determined by the Board before the grant thereof, but shall not be less than:- (a) in the case of shares in the Company: (i) if shares of the same class as those shares are listed in the London Stock Exchange Daily Official List, the middle -market quotation of shares of that class (as derived from that List) on the Grant Date; or (ii) except in the case of an Option to acquire shares otherwise than by subscription, the nominal value of those shares; (b) in the case of shares in the Dutch Company: (i) if shares of the same class are listed in the Official Daily List of Euronext, the average quotation of that class (as derived from that List) at close of business on the Grant Date; or (ii) except in the case of an Option to acquire shares otherwise than by subscription, the nominal value of those shares. (4) An Option granted to any person:- (a) shall not, except as provided in Rule 4(4) below, be capable of being transferred by him, and (b) shall lapse forthwith if he is adjudged bankrupt. 3. Limits (1) No Options shall be granted in any year which would, at the time they are granted, cause the number of shares in the Company which shall have been or may be issued in pursuance of options granted in the period of 10 calendar years ending with that year under the Scheme or under any other executive share option scheme adopted by the Company to exceed such number as represents 5 per cent of the ordinary share capital of the Company in issue at that time. PLC Scheme Rules 3 November 2001 (2) No Options shall be granted in the period of 3 calendar years beginning with the year 1997 or any successive period of 3 years which would, at the time they are granted, cause the number of shares in the Company which shall have been or may be issued in pursuance of options granted in the 3-year period in question
under the Scheme or under any other executive option share scheme adopted by the Company to exceed such number as represents 3 per cent of the ordinary share capital of the Company in issue at that time. (3) No Options shall be granted in the period of 5 calendar years beginning with the year 1997 or any successive period of 5 years which would, at the time they are granted, cause the number of shares in the Company which shall have been or may be issued in pursuance of options granted in that period, or shall have been issued in that period otherwise than in pursuance of options, under the Scheme or under any other employees' share scheme adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of Company in issue at that time. (4) No Options shall be granted in any year which would, at the time they are granted, cause the number of shares in the Company which shall have been or may be issued in pursuance of options granted in the period of 10 calendar years ending with that year, or been issued in that period other-wise than in pursuance of options, under the Scheme or under any other employees' share scheme adopted by the Company to exceed such number as represents 10 per cent of the ordinary share capital of the Company in issue at that time. 4. Exercise of Options (1) The exercise of any Option shall be effected in such form and manner as the Board may from time to time prescribe. (2) Subject to sub-rules (3) and (4) below and to sub-rules (1) and (3) of Rule 6 below, an Option may not be exercised before the third anniversary of the Grant Date. (3) If any Participant dies before exercising an Option granted to him and at a time when either he is a director or employee of a Participating Company or he is entitled to exercise the Option by virtue of sub-rule (4) below, the Option may (and must, if at all) be exercised by his personal representatives within 12 months after the date of his death. (4) If any Participant ceases to be a director or employee of a Group Company (otherwise than by reason of his death), the following provisions apply in relation to any Option granted to him:- (a) if he so ceases by reason of injury, disability, redundancy (wit hin the meaning of the Employment Rights Act 1996) or retirement on reaching (or, except where he so ceases within 2 years of the Grant Date otherwise than at the request of the company of which he is a director or employee, before reaching) the age at which he is bound to retire in accordance with the terms of his contract of employment, or by reason only that his office or employment is in a company which ceases to be a Group Company, or relates to a business or part of a business which is transferred to a person who is not a Group Company, the Option may (and subject to sub-rule (3) above must, if at all) be exercised within the period which shall expire 24 months after his so ceasing or 42 months after the Grant Date, whichever shall be the later; (b) if he so ceases for any other reason, the Option may not be exercised at all unless the Board shall so permit, in which event it may (and subject to sub-rule (3) above must, (if at all) be exercised to the extent permitted by the Board within the period which shall expire 12 months after his so ceasing or 42 months after the Grant Date, whichever shall be the later. PLC Scheme Rules 4 November 2001 and if the Board is satisfied that the Participant is about to cease to be a director or employee of a Group Company as mentioned in paragraph (a) or (b) above on any day, the Option may to the extent permitted by the Board be exercised within the period of 28 days immediately preceding that day. (5) A Participant shall not be treated for the purposes of sub-rule (4) above as ceasing to be a director or employee of a Group Company until such time as he is no longer a director or employee of any of the Group
Companies, and a female Participant who ceases to be such a director or employee by reason of pregnancy or confinement and who exercises her right to return to work under the Employment Rights Act 1996 before exercising an Option under the Scheme shall be treated for those purposes as not having ceased to be such a director or employee. (6) Notwithstanding any other provision of the Scheme, an Option may not be exercised after the expiration of the period of 9 years and 6 months (or such other period not exceeding 10 years as the Board may have determined before the grant thereof) beginning with the Grant Date. (7) Within 30 days after an Option has been exercised by any person, the Board on behalf of the Company shall allot to him (or a nominee for him) or, as appropriate, procure the transfer to him (or a nominee for him) of the number of shares in respect of which the Option has been exercised, provided that:- (a) the Board considers that the issue or transfer thereof would be lawful in all relevant jurisdictions; and (b) in a case where a Group Company is obliged (in any jurisdiction) to account for any tax for which the person in question is liable by virtue of the exercise of the Option and/or for any social security contributions recoverable from the person in question (together, the "Tax Liability"), that person has either:- (i) made a payment to the Group Company of an amount equal to the Tax Liability; or (ii) entered into arrangements to secure that such a payment is made to the Group Company concerned (whether by authorising the Company to procure the sale of some or all of the shares on his behalf and authorising the payment to the Group Company of the relevant amount out of the proceeds of sale or otherwise). (8) All shares in the Company allotted under the Scheme shall rank pari passu in all respects with the shares of the same class for the time being in issue save as regards any rights attaching to such shares by reference to a record date prior to the date of the allotment. (9) If shares in the Company of the same class as those allotted under the Scheme are listed in the London Stock Exchange Official List, the Company shall apply to the London Stock Exchange for any shares so allotted to be admitted to that List and if shares in the Dutch Company of the same class as those allotted under the Scheme are listed on Euronext, the Company shall apply for any shares so allotted to be admitted to Euronext. 5. Cash Equivalent (1) Where an Option has been exercised by any person in respect of any number of shares, and those shares have not yet been allotted or transferred to him in accordance with Rule 4(7) above, the Board may determine that, in substitution for his right to acquire such number of those shares as the Board may decide (but in full and final satisfaction of his said right), he PLC Scheme Rules 5 November 2001 shall be paid by way of additional emoluments a sum equal to the cash equivalent of that number of shares. (2) For the purposes of this Rule, the cash equivalent of any shares is the amount by which (a) the Board's opinion of the market value of those shares on the day last preceding the date on which the Option was exercised; or
(b) if at the relevant time, shares of the same class as those shares were listed in the London Stock Exchange Daily Official List, the middle -market quotation of shares of that class, as derived from that List, on the dealing day last preceding that date; or (c) if at the relevant time, shares of the class as those shares were listed in the Official Daily list of Euronext, the average quotation of shares of that class, as derived from that List, at close of business on the dealing day last preceding that date exceeds the price at which those shares may be acquired by the exercise of the Option. (3) Subject to sub-rule (4) below, as soon as reasonably practicable after a determination has been made under sub-rule (1) above that a person shall be paid a sum in substitution for his right to acquire any number of shares:- (a) the Company shall pay to him or procure the payment to him of that sum in cash, and (b) if he has already paid the Company for those shares, the Company shall return to him the amount so paid by him. (4) If the Board in its discretion so decides:- (a) the whole or part of the sum payable under sub-rule (3)(a) above shall, instead of being paid to the person in question in cash, be applied on his behalf in acquiring shares in the Company and/or in the Dutch Company at a price equal to the market value (or, as the case may be, the middle-market quotation or average quotation on Euronext) by reference to which the cash equivalent is calculated and such shares may be acquired either by purchase or by subscription, or partly in one way and partly in the other, and (b) the Company shall allot to him (or his nominee) or procure the transfer to him (or his nominee) of the shares so subscribed for or purchased. (5) There shall be made from any payment under this Rule such deductions (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable. 6. Take-over, Reconstruction and Winding-up (1) If any person obtains control of the Company (within the meaning of section 840 of the Income and Corporation Taxes Act 1988) as a result of making a general offer to acquire shares in the Company, or having obtained such control makes such an offer, the Board shall within 7 days of becoming aware thereof notify every Participant thereof and, subject to sub-rules (3), (4) and (6) of Rule 4 above, an Option may be exercised within one month (or such longer period as the Board may permit) of such notification. (2) For the purposes of sub-rule (1) above, a person shall be deemed to have obtained control of the Company if he and others acting in concert with him have together obtained control of it. PLC Scheme Rules 6 November 2001 (3) If any person becomes bound or entitled to acquire shares in the Company under sections 428 to 430F of the Companies Act 1985, or if under section 425 of that Act the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies other than the Dutch Company, or if the Company passes a resolution for voluntary winding up, or if an order is made for the compulsory winding up of the Company, the Board shall forthwith notify every Participant thereof and any Option may, subject to sub- rules (3), (4) and (6) of Rule 4 above, be exercised within one month of such notification, but to the extent
that it is not exercised within that period shall (notwithstanding any other provision of the Scheme) lapse on the expiration thereof. 7. Variation of Capital (1) In the event of any increase or variation of the share capital of the Company (whenever effected), the Board may make such adjustments as it considers appropriate under sub-rule (2) below. (2) An adjustment made under this sub-rule shall be to one or more of the following:- (a) the number of shares in respect of which any Option may be exercised; (b) the price at which shares may be acquired by the exercise of any such Option; (c) where any such Option has been exercised but no shares have been allotted or transferred pursuant to such exercise, the number of shares which may be so allotted or transferred and the price at which they may be acquired. (3) An adjustment under sub-rule (2) above may have the effect of reducing the price at which shares in the Company may be acquired by the exercise of an Option to less than their nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the shares in respect of which the Option is exercised and which are to be allotted pursuant to such exercise exceeds the price at which the same may be subscribed for and to apply such sum in paying up such amount on such shares; and so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid. (4) As soon as reasonably practicable after making any adjustment under sub-rule (2) above, the Board shall give notice in writing thereof to any Participant affected thereby. 8. Alterations (1) Subject to sub-rules (2) and (4) below, the Board may at any time alter or add to all or any of the provisions of the Scheme, or the terms of any Option granted under it, in any respect. (2) Subject to sub-rule (3) below, no alteration or addition to the advantage of Participants shall be made under sub-rule (1) above to any of Rules 2(1), 3, 7(1) and 7(2) without the prior approval by ordinary resolution of the members of the Company in general meeting. (3) Sub-rule (2) above shall not apply:- (a) to any minor alteration or addition to benefit the administration of the Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Participating Company, or PLC Scheme Rules 7 November 2001 (b) to any alteration or addition solely relating to a special term specified by the Board. (4) No alteration or addition to the disadvantage of any Participant shall be made under sub-rule (1) above unless:- (a) the Board shall have invited every such Participant to give an indication as to whether or not he approves the alteration or addition, and
(b) the alteration or addition is approved by a majority of those Participants who have given such an indication. (5) As soon as reasonably practicable after making any alteration or addition under sub-rule (1) above, the Board shall give notice in writing thereof to any Participant affected thereby. 9. Miscellaneous (1) The rights and obligations of any individual under the terms of his office or employment with any Participating Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Scheme as a result of such termination. (2) In the event of any dispute or disagreement as to the interpretation of the Scheme, or as to any question or right arising from or related to the Scheme, the decision of the Board shall be final and binding upon all persons. (3) The Company, the Dutch Company and any Subsidiary may provide money to the trustees of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by section 153(4) of the Companies Act 1985. (4) In the event that shares are transferred to a Participant in pursuance of any Option, the Participant shall, if so required by the person making the transfer, join that person in making a claim for relief under section 165 of the Taxation of Chargeable Gains Act 1992 in respect of the disposal made by him in effecting such transfer. (5) Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. PLC Scheme Rules 8 November 2001
EX-4.5
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a45theunileverlongtermin.htm
EX-4.5
a45theunileverlongtermin
 9 May 2001 THE UNILEVER LONG TERM INCENTIVE PLAN 1. Definitions And Interpretation 1 2. Grant Of Awards 2 3. Limits 3 4. Vesting Of Awards 3 5. Takeover, Reconstruction And Winding-Up 4 6. Variation Of Capital 5 7. Alterations 5 8. Board And Remuneration Committee 6 9. Miscellaneous 6 SCHEDULE 7 Unilever TSR - LTIP 9 May 2001 THE UNILEVER LONG TERM INCENTIVE PLAN 1. DEFINITIONS AND INTERPRETATION 1.1 In this Plan, unless the context otherwise requires:- "Award" means a grant of Share Units under the Plan subject to the Vesting Condition; "Award Date" means the date upon which an Award is granted to a Participant under the Plan; "the Board" means the board of directors of NV and PLC or a committee appointed by such board of directors; "Euronext" means Euronext Amsterdam N.V.; "Financial Year" means the financial year of NV and PLC, starting on January 1 and ending on December 31 of each year; "the London Stock Exchange" means the London Stock Exchange plc; "NV" means Unilever N.V. having its registered office in Rotterdam (registered number: 51830);
"Participant" means a person who holds an Award granted under the Plan; "Participating Company" means NV, PLC or any Subsidiary; "the Performance Period" in relation to an Award means the three consecutive Financial Years of which the first is the Financial Year in which the Award Date falls; "the Plan" means The Unilever Long Term Incentive Plan as herein set out but subject to any alterations or additions made under Rule 7 below; "PLC" means Unilever PLC (registered in England and Wales No. 41424); "the Remuneration Committee" means the committee established by NV and PLC as the remuneration committee of the boards of directors; "the Shares" means the number of ordinary shares in the share capital of NV, or depository receipts thereof, and the number of ordinary shares in the share capital of PLC subject to an Award; "Share Unit" means a unit comprising: (a) such number of ordinary shares in the share capital of NV, or depository receipts thereof, as the Board in its absolute discretion shall determine; and (b) such number of ordinary shares in the share capital of PLC as the Board in its absolute discretion shall determine; "Subsidiary" means a body corporate which is a subsidiary of NV (within the meaning of article 24a Book 2 Civil Code) or of PLC (within the meaning of section 736 of the Unilever TSR - LTIP 1 9 May 2001 Companies Act 1985) or any other company the Board has determined to be a subsidiary for the purposes of the Plan; "the Unilever Group" means NV and PLC and their Subsidiaries; "the Vesting Condition" means that the vesting of the Awards is subject to the Participant not having ceased to be a director or employee of a Participating Company at any time during the period commencing on the Award Date and ending on the Vesting Date; "the Vesting Date" means the date as determined by the Board prior to the grant of the Award, which date shall not be a date prior to the third anniversary of the Award Date. 1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. 2. GRANT OF AWARDS 2.1 Subject to sub-rules 2.2 and 2.4 below, and to Rule 3 below, the Board may grant an Award to any director of a Participating Company, who is required to devote the whole or substantially the whole of his working time to the service of any Participating Company, or to any employee of a Participating Company, upon the terms set out in the Plan and such other terms as the Board may specify.
2.2 An Award may only be granted under the Plan:- (a) within the period of 6 weeks beginning with the date on which the Plan is adopted by NV and PLC or with the dealing day next following the date on which NV and PLC announce results for any period, or at any other time when the circumstances are considered by the Board to be sufficiently exceptional to justify the grant thereof; and (b) within the period of 10 years beginning with the date on which the Company adopts the Plan. 2.3 There shall be no, or no more than a nominal, monetary consideration for the grant of any Award under the Plan. 2.4 The grant of any Award under the Plan shall be subject to obtaining any approval or consent required as a result of NV shares or depository receipts thereof and PLC shares being listed on Euronext, the London Stock Exchange or any other stock exchange. 2.5 An Award granted under the Plan to any director or employee shall not, except in the case of death as provided in sub-rule 4.3 below, be capable of being transferred by him and shall lapse forthwith if it is so transferred or if he is adjudged bankrupt. 2.6 An Award shall not be granted to any director or employee in the last twelve months before reaching the age at which he is bound to retire in accordance with the terms of his contract of employment. Unilever TSR - LTIP 2 9 May 2001 3. LIMITS 3.1 Subject to sub-rules 3.2 and 3.3 below, the Board may issue shares to satisfy Awards. 3.2 No Awards shall be granted in any year which would, at the time they are granted, cause the number of shares in NV or PLC which shall have been or may be issued in pursuance of Awards granted in the period of 10 calendar years ending with that year under this Plan or under any other employees' share plan adopted by NV or PLC respectively to exceed such number as represents 10 per cent. of the ordinary share capital of NV or PLC respectively in issue at that time. 3.3 No Awards shall be granted in any year which would, at the time they are granted, cause the number of shares in NV or PLC which shall have been or may be issued in pursuance of Awards granted in the period of 10 calendar years ending with that year under this Plan or under any other executive share option plan adopted by NV or PLC respectively to exceed such number as represents 5 per cent of the ordinary share capital of NV or PLC respectively in issue at that time. 4. VESTING OF AWARDS 4.1 The vesting of any Award granted under the Plan shall be effected in such form and manner as the Board may from time to time prescribe. 4.2.1 Subject to sub-rules 4.3, 4.6 and 4.7 below and to Rule 5 below an Award granted under the Plan shall only vest on the Vesting Date if the Vesting Condition is satisfied at the Vesting Date. 4.2.2 The percentage of Shares which are acquired at the vesting of the Award shall be determined in accordance with the calculation of the performance condition specified in the Schedule to the Rules. 4.3.1 If a Participant dies before the Vesting Date and at a time when he is a director or employee of a Participating Company, the Award shall vest on the later of either the date of his death or the first
anniversary of the Award Date. In such an event the percentage of Shares to be acquired on the vesting of the Award shall be the percentage which would have been acquired if the Performance Period would have ended on this date of vesting. 4.3.2 If a Participant ceases to be a director or employee of a Participating Company, by reason of: (i) ill-health; or (ii) injury; or (iii) disability; or (iv) redundancy or by reason only that his office or employment is in a company which ceases to be a Participating Company, or relates to a business or part of a business which is transferred to a person who is not a Participating Company; or Unilever TSR - LTIP 3 9 May 2001 (v) retirement on reaching the age at which he is bound to retire in accordance with the terms of his contract of employment; or (vi) retirement before reaching the age at which he is bound to retire in accordance with the terms of his contract of employment, provided that if he so retires otherwise than at the request of the company of which he is a director or employee, Awards granted within one year preceding such retirement shall lapse; the Award will vest in full on the Vesting Date. 4.3.3 If he so ceases for any other reason, the Award shall lapse unless the Board considers that there are exceptional circumstances to justify vesting of the Award. 4.4 A Participant shall not be treated for the purposes of sub-rule 4.3 as ceasing to be a director or employee of a Participating Company until such time as he is no longer a director or employee of any of the Participating Companies, and a female Participant who ceases to be such a director or employee by reason of pregnancy or confinement and who exercises her right to return to work under the Employment Rights Act 1996 or any similar act before the Vesting Date under the Plan shall be treated for those purposes as not having ceased to be such a director or employee. 4.5 Subject to sub-rules 4.6 and 4.7 below, within 30 days after the Vesting Date, NV and PLC shall procure the transfer to the Participant (or his nominee) of the number of shares in respect of which the Award has vested. 4.6 The transfer of any shares under the Plan shall be subject to obtaining any such approval or consent as is mentioned in Rule 2.4 above. 4.7 In a case where a Participating Company is obliged (in any jurisdiction) to account for any tax for which a person is liable as a result of the vesting of an Award and/or for any social security contributions recoverable from that person (together, the "Tax Liability"), the Board shall, unless they have (or a Participating Company has) received on or prior to the Vesting Date payment in cleared funds from that person of an amount not less than the Tax Liability, not be obliged to transfer the Shares unless that person has given irrevocable instructions to NV or PLC's brokers for (i) the sale of sufficient shares to realise the Tax Liability and (ii) the payment of such amount to the Company (or, as the case may be, to the relevant Participating Company).
5. TAKEOVER, RECONSTRUCTION AND WINDING-UP 5.1 If any person obtains control of NV or PLC as a result of making a general offer to acquire shares in NV or PLC, or having obtained such control, makes such an offer, the Board shall, within 7 days of becoming aware thereof, notify every Participant thereof, and, subject to sub-rules 4.3, 4.6 and 4.7 above and 5.3 below, an Award granted under the Plan shall vest after one month (or at such later date as the Board determines) of such notification. In such an event the percentage of Shares to be acquired on the vesting of the Award shall be the percentage which would have been acquired if the Performance Period would have ended on the date of vesting as so determined by the Board. Unilever TSR - LTIP 4 9 May 2001 5.2 For the purposes of sub-rule 5.1 above, a person shall be deemed to have obtained control of NV or PLC if he and others acting in concert with him have together obtained control of it. 5.3 If any person becomes bound or entitled to acquire shares in PLC under sections 428 to 430F of the Companies Act 1985, or if under section 425 of that Act the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a Plan for the reconstruction of PLC or its amalgamation with any other company or companies, or if NV or PLC passes a resolution for voluntary winding up or for amalgamation or legal merger with another company, or if an order is made for the compulsory winding up of NV or PLC, the Board shall within 7 days of becoming aware thereof notify every Participant thereof, and, subject to sub-rules 4.3, 4.6 and 4.7, an Award granted under the Plan shall vest after one month of such notification, or at such later time as the Board may determine. 6. VARIATION OF CAPITAL 6.1 In the event of any increase or variation of the share capital of NV and PLC (whenever effected), the Board may make such adjustments as it considers appropriate under sub-rule 6.2 below. 6.2 An adjustment made under this sub-rule shall be to the number of shares in respect of which any Award is granted under the Plan . 6.3 As soon as reasonably practicable after making any adjustment under sub-rule 6.2 above, the Board shall give notice in writing thereof to any Participant affected thereby. 7. ALTERATIONS 7.1 Subject to sub-rule 7.2 below, the Board may at any time alter or add to all or any of the provisions of the Plan, or the terms of any Award granted under it, in any respect. 7.2 Subject to sub-rule 7.3 below, no alteration or addition to the advantage of Participants shall be made under sub-rule 7.1 above to the provisions of sub-rules 2.1 to 2.4, Rule 3, sub-rules 4.2 to 4.4, Rule 5, or Rule 6 above, or of this Rule, without the prior approval by ordinary resolution of the members of NV and PLC in general meeting. 7.3 Sub-rule 7.2 above shall not apply to:- 7.3.1 any minor alteration to benefit the administration of this Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Participating Company; or 7.3.2 any alteration or addition solely relating to any special term specified by the Board.
7.4 No alteration or addition to the disadvantage of any existing rights of a Participant shall be made under sub-rule 7.1 above unless:- (a) the Board shall have invited every such Participant to give an indication as to whether or not he approves the alteration or addition, and Unilever TSR - LTIP 5 9 May 2001 (b) the alteration or addition is approved by a majority of those Participants who have given such an indication. 7.5 As soon as reasonably practicable after making any alteration or addition under sub-rule 7.1 above, the Board shall give notice in writing thereof to any Participant affected thereby. 8. BOARD AND REMUNERATION COMMITTEE 8.1 When the Board exercises any of its powers under the Rules of the Plan it shall do so acting under the guidance of the Remuneration Committee. 9. MISCELLANEOUS 9.1 The rights and obligations of any individual under the terms of his office or employment with any Participating Company shall not be affected by his participation in the Plan or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to any Award under the Plan as a result of such termination. 9.2 In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons. 9.3 NV, PLC and any Subsidiary may provide money to the trustees of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by article 98c Book 2 Civil Code, section 153(4) of the Companies Act 1985 and, where applicable, section 154 of that Act and any similar provision applying to any Subsidiary. 9.4 Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped. 9.5 The rules of the Plan and the rights and obligations of any individual thereunder shall be governed by and construed in accordance with the law of the Netherlands in the case of an individual who is a director or employee of NV or any Subsidiary of NV and in accordance with the law of England in the case of an individual who is a director or employee of PLC or any Subsidiary of PLC. Unilever TSR - LTIP 6 9 May 2001
SCHEDULE 1. For the purposes of the Schedule:- "TSR" means the total shareholder return received by Unilever Group shareholders in the Performance Period in the form of appreciation in share price plus the dividends received, calculated in the manner determined by the Board, whereby: in a single year TSR is calculated as: - the appreciation in share price based on daily averages over 12 months (a), plus - the dividends received during the year by shareholders, gross before any investor taxes (b), and - dividing (a + b) by the initial share price; and the TSR for the Performance Period is arrived at by multiplying the three annual TSRs for the three years included in the Performance Period and extracting the cube root from this multiple. 1.1 "the Comparator Companies" means a group of twenty-one companies (including the Unilever Group) selected by the Board prior to the Award Date against which Unilever Group's TSR shall be measured. 1.2 any reference to Unilever Group's position (in paragraph 2 below) is a reference to what would be its position in a table of the Comparator Companies arranged in descending order according to the TSR of each of them for the Performance Period. 2. The Award shall vest as to the following percentages of number of Shares subject to the Award as follows:- 2.1 200% of the Shares if Unilever Group is in the 1st or 2nd position. 2.2 150% of the Shares if Unilever Group is in the 3rd or 4th position. 2.3 100% of the Shares if Unilever Group is in the 5th, 6th or 7th position. 2.4 50% of the Shares if Unilever Group is in 8th or 9th position. 2.5 25% of the Shares if Unilever Group is in 10th or 11th position. 2.6 0% of the Shares if Unilever Group is in 12th to 21st position. 3. The Board may make such adjustments to the method of calculating TSR or any other feature of the Schedule as it considers appropriate to ensure that the condition in the Schedule achieves its original purpose. Unilever TSR - LTIP 7 9 May 2001
EX-4.6
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a46themanagementco-inves.htm
EX-4.6
a46themanagementco-inves
UNILEVER RULES OF THE MANAGEMENT CO-INVESTMENT PLAN Shareholders’ Approval: PLC 12 May 2010 NV 11 May 2010 Board’s Adoption: 28 April 2010 Expiry Date: 12 May 2020
Rules of the Management Co-Investment Plan – 12 May 2010 i Table of Contents Contents Page 1 Definitions.............................................................................................................................. 1 2 Invitations .............................................................................................................................. 2 3 Granting Awards.................................................................................................................... 3 4 Before Vesting....................................................................................................................... 6 5 Timing of Vesting................................................................................................................... 7 6 Consequences of Vesting ..................................................................................................... 8 7 Leaving the Group before Vesting ........................................................................................ 9 8 Takeovers and Restructurings............................................................................................. 10 9 Exchange of Awards ............................................................................................................11 10 General................................................................................................................................ 12 11 Amending the Plan and Termination ................................................................................... 15
Rules of the Management Co-Investment Plan – 12 May 2010 1 Rules of the Management Co-Investment Plan 1 Definitions In these rules: “Acquiring Company ” means a person who obtains Control of NV or PLC; “Annual Bonus Award ” means the total annual award under the Unilever Annual Bonus Program, which may be paid in one or more instalments; “Award ” means a conditional right to acquire Shares granted under the Plan; “Award Date ” means the date which the Board sets for the grant of an Award; “Board ” means, subject to rule 8.5 (Board), the board of directors of NV or PLC or a duly authorised committee appointed by the board of directors, except that in respect of Awards to executive directors of the Board, Board shall mean RemCo; “Business Day ” means a day on which the London Stock Exchange or Euronext, as applicable, (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business; “Company ” means NV or PLC; “Control ” has the meaning given to it in Section 995 of the Income Tax Act 2007 in relation to NV or PLC; “Dealing Restrictions ” means restrictions imposed by statute, order, regulation or Government directive or by the Model Code or any code adopted by NV or PLC based on the Model Code or a statute, order, regulation or Government directive; “Dividend Equivalents ” means an amount equal in value to the ordinary dividends which would have been payable on the number of Vested Shares between the Award Date and the date of Vesting had they been issued/transferred at the Award Date; “Employee ” means any employee (including an executive director) of a Member of the Group; “Euronext ” means Euronext Amsterdam; “Expiry Date ” means the tenth anniversary of shareholder approval of the Plan; “Grantor ” means, in respect of an Award, the entity which grants that Award under the Plan, which can be: (i) the Company; (ii) any other Member of the Group; or (iii) a trustee of any trust set up for the benefit of Employees or any Member of the Group. “Group ” means NV, PLC and their Subsidiaries or associated companies and “Member of the Group ” shall be construed accordingly; “Investment Shares ” means Shares acquired for or on behalf of a Participant as described in rule 2.3 (Acquisition of Investment Shares);
Rules of the Management Co-Investment Plan – 12 May 2010 2 “Listing Rules ” means the rules relating to admission to the Official List; “London Stock Exchange ” means the London Stock Exchange plc; “Matching Ratio ” means the ratio which the number of Shares subject to an Award bears to the number of Investment Shares acquired for or on behalf of a Participant and will be set by the Grantor under rule 2.2 (Terms of Invitation); “Model Code ” means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time; “NV” means Unilever NV; “Official List ” means the list maintained by the Financial Services Authority for the purposes of Section 74(1) of the Financial Services and Markets Act 2000; “Participant ” means a person holding an Award or his personal representatives; “Performance Condition ” means any performance condition imposed under rule 3.6 (Performance Conditions); “Performance Period ” means the period in respect of which a Performance Condition is to be satisfied; “Plan ” means these rules known as “The Management Co-Investment Plan”, as changed from time to time; “PLC” means Unilever PLC; “RemCo ” means the Remuneration Committee of the Board; “Shares ” means fully paid ordinary shares in NV or PLC and includes: (i) depositary receipts representing ordinary shares in NV listed on Euronext; and (ii) any Shares representing NV and/or PLC Shares following a reconstruction; “Subsidiary ” means a body corporate which is a subsidiary of NV within the meaning of 24a Book 2 (Civil Code) or company which is a subsidiary of the PLC within the meaning of Section 1159 of the Companies Act 2006; “Vesting ” means a Participant becomes entitled to have the Shares subject to an Award transferred to him subject to these rules; and “Vesting Period ” means the period from the Award Date to the date of Vesting set by the Board on the grant of the Award. 2 Invitations 2.1 Eligibility The Grantor may invite any Employee to participate in the Plan in accordance with any selection criteria that the Board in its discretion may set. However, unless the Board considers that special circumstances exist, the Grantor will not invite an Employee who on the date of invitation has given or received notice of termination of employment, whether or not such termination is lawful.
Rules of the Management Co-Investment Plan – 12 May 2010 3 2.2 Terms of Invitation The Grantor will decide the following for each invitation and specify in the invitation document: 2.2.1 the maximum percentage of an Annual Bonus Award which a Participant or group of Participants may elect to use to acquire Investment Shares under the Plan and the manner in which and the date by which such irrevocable election must be communicated to the Grantor; 2.2.2 any percentage of Annual Bonus Award which a Participant or group of Participants is required to use to acquire Investment Shares; and 2.2.3 the Matching Ratio, subject, in each case, to rule 2.4 (Individual Limits). 2.3 Acquisition of Investment Shares The amounts that a Participant elects to be used and is required to use to acquire Investment Shares under rules 2.2.1 and 2.2.2 will be deducted from the Participant’s Annual Bonus Award. The Grantor will ensure that these amounts (or, if the Grantor so decides, the gross equivalent of these) are used to acquire Investment Shares for or on behalf of the Participant. The Investment Shares will be valued based on the closing share price of such Shares on the Award Date, unless the Grantor decides otherwise. The Investment Shares will be registered in the name of the Participant or be held by a nominee chosen by the Grantor on such terms as the Grantor may decide. Any mandatory taxes due on the full Annual Bonus Award, will be deducted from the Participant’s Annual Bonus Award. If for any reason, the net amount of cash available from the Participant’s Annual Bonus Award, after deduction of any tax and social security contributions and any amount already paid, is less than the amount that the Participant elected to be used to acquire Investment Shares, the Participant will be required to pay the additional amount due to the Grantor through payroll deductions or such other arrangements as the Grantor deems appropriate. 2.4 Individual Limits 2.4.1 The amount of a Participant’s Annual Bonus Award, which can be used to acquire Investment Shares under the Plan in any one year (as determined by totalling the percentages defined under rules 2.2.1 and 2.2.2) will not exceed 60 per cent of the Annual Bonus Award before any deductions for tax and social security contributions. 2.4.2 The Matching Ratio for an Award will not exceed one Share subject to an Award for every Investment Share which could be acquired pursuant to rule 2.3 (Acquisition of Investment Shares). 3 Granting Awards 3.1 Conditions to Granting Awards An Award will not be granted to a Participant if, on the date it is granted, the Participant:
Rules of the Management Co-Investment Plan – 12 May 2010 4 3.1.1 has ceased to be an Employee; 3.1.2 has given or received notice of termination of employment, whether or not such termination is lawful (unless the Board considers that special circumstances exist); or 3.1.3 has not irrevocably agreed to allocate the percentage of the Participant’s Annual Bonus Award to acquire Investment Shares as specified under rules 2.2.1 on such terms as the Grantor may specify. 3.2 Grantor The Grantor of an Award will be: 3.2.1 the Company (it being noted that in respect of Awards granted to executive directors of the Board, it shall be RemCo that resolves on the Awards); 3.2.2 any other Member of the Group; or 3.2.3 a trustee of any trust set up for the benefit of Employees or any Member of the Group, but having regard to relevant registration requirements such as rules on financial assistance and securities laws. 3.3 Timing of Award Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following: 3.3.1 the date of shareholder approval of this Plan; 3.3.2 the day after the announcement of NV’s and PLC’s results for any period; 3.3.3 any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards; 3.3.4 any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or 3.3.5 the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above. 3.4 Number of Shares subject to Award The number of Shares subject to Award shall be the number of Investment Shares acquired for or on behalf of the Participant under rule 2.3 (Acquisition of Investment Shares) multiplied by the Matching Ratio. 3.5 Other Terms of Awards Awards are subject to the rules of the Plan and any Performance Condition. Awards subject to English law must be granted by deed. Awards subject to Dutch law will be in such form as specified by the Board. The terms of the Award must be determined by the Grantor and approved by the Board (it being noted that in respect of Awards granted to executive directors of the Board, it shall be RemCo that resolves on the Awards including their terms), including:
Rules of the Management Co-Investment Plan – 12 May 2010 5 3.5.1 the Performance Condition as determined under rule 3.6 (Performance Condition); 3.5.2 any condition specified under rule 3.7 (Other conditions); 3.5.3 the date of Vesting, unless specified in the Performance Condition; 3.5.4 whether the Participant is entitled to receive any cash or Shares under rule 6.2 (Dividend Equivalents); and 3.5.5 the Award Date. 3.6 Performance Condition When granting an Award, the Grantor will make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Group and the Participant’s continued employment until Vesting, subject to rules 3.7 (Other Conditions), 7 (Leaving the Group before Vesting) and 8 (Takeovers and Restructurings). A Performance Condition must be objective and determined at the Award Date and may provide that an Award will lapse to the extent that it is not satisfied. The Grantor, with the consent of the Board, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate to do so. 3.7 Other Conditions The Grantor may impose other conditions when granting an Award. Any condition must be objective, specified at the Award Date and may provide that an Award will lapse to the extent that it is not satisfied. The Grantor, with the consent of the Board, may waive or change a condition imposed under this rule 3.7. 3.8 Award Certificates Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award Date. The certificate may be the deed or other document referred to in rule 3.5 (Other Terms of Awards) or any other document. If any certificate is lost or damaged, the Company may replace it on such terms as it decides. 3.9 Administrative Errors If the Grantor grants an Award which is inconsistent with rule 2.1 (Eligibility), it will lapse immediately. If the Grantor makes an invitation or tries to grant an Award which is inconsistent with rules 2.4 (Individual Limits), 3.10 (10 Per Cent in 10 Years Limit) or 3.11 (5 Per Cent in 10 Years Limit), the invitation or Award will be limited and will take effect from the Award Date on a basis consistent with those rules. 3.10 10 Per Cent in 10 Years Limit A Grantor must not grant an Award if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of NV and PLC in issue immediately before that day when added to the number of Shares which have been issued or are committed to be issued to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by NV and PLC, granted in the previous 10 years.
Rules of the Management Co-Investment Plan – 12 May 2010 6 3.11 5 Per Cent in 10 Years Limit A Grantor must not grant an Award if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of NV and PLC in issue immediately before that day when added to the number of Shares which have been issued or are committed to be issued to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by NV and PLC, granted in the previous 10 years. 3.12 Listing Rules No Shares will be issued under the Plan if it would cause Listing Rule 6.1.19 (shares in public hands) to be breached. 3.13 Inclusions and Exclusions For the purposes of rules 3.10 (10 per cent in 10 years limit) and 3.11 (5 per cent in 10 years limit), as long as so required by the Association of British Insurers, Shares transferred from treasury are counted as Shares issued by the Company. Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limits in rules 3.10 (10 per cent in 10 years limit) and 3.11 (5 per cent in 10 years limit). 3.14 Clawback In the event of a significant downward restatement of the financial results of the Company the Board, at its discretion, may: • reduce or lapse any Award, and/or; • require some or all of the after-tax number of Shares which have vested to be transferred to the Company or as it directs or the value (on such date as the Board determines) of the Shares to the Company or as it directs. 4 Before Vesting 4.1 Rights A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant. Subject to rule 4.2 (Transfer of Investment Shares), the Participant will have all the rights of a shareholder, including dividend and voting rights during the Vesting Period, in respect of the Participant’s Investment Shares. When dividends are paid on Shares during the Vesting Period, the Board will have sole discretion to determine whether dividends will be reinvested as additional Investment Shares or paid in cash on the dividend payment date. 4.2 Transfer of Investment Shares If a Participant transfers, assigns, pledges or otherwise disposes or encumbers of any Investment Shares or any interest therein before the corresponding Award has Vested, the corresponding Award will immediately lapse. This will not apply to:
Rules of the Management Co-Investment Plan – 12 May 2010 7 4.2.1 a disposal of Investment Shares (or an undertaking to dispose of them) in connection with a change of Control; 4.2.2 the sale of sufficient nil-paid rights in relation to an Investment Share to take up the balance of the rights under a rights issue or similar transaction; 4.2.3 the transfer of Investment Shares to a Participant’s personal representatives following his death; or 4.2.4 a disposal of Investment Shares acquired as a result of reinvested dividend shares. 4.3 Transfer of Awards A Participant may not transfer, assign, pledge or otherwise dispose of or encumber an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 4.3 (Transfer of Awards) does not apply to the transmission of an Award on the death of a Participant to the Participant’s personal representatives or assignment by way of court order. 4.4 Rights Issues and Other Variations of Capital If there is: 4.4.1 a variation in the equity share capital of NV and/or PLC, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; 4.4.2 any change in the certification of NV Shares by the Foundation Unilever N.V. Trust Office or any of its successors; 4.4.3 a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; 4.4.4 a special dividend or distribution; or 4.4.5 any other corporate event which might affect the current or future value of any Award, the Board may adjust the number or class of Shares or securities subject to the Award. Any securities which a Participant receives in respect of his Investment Shares as a result of an event described above will, unless the Board decides otherwise, also be treated as Investment Shares. This will not apply to any Shares which a Participant acquires on a rights issue to the extent that they exceed the number he would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights. 5 Timing of Vesting 5.1 Satisfying conditions As soon as reasonably practicable after the end of the Performance Period, the Board will determine whether and to what extent any Performance Condition or other condition imposed under rule 3.7 (Other Conditions) has been satisfied or waived and how many Shares will Vest for each Award, subject to the Participant’s continued employment until the date of Vesting. The Board has authority, in its discretion, to adjust the Awards
Rules of the Management Co-Investment Plan – 12 May 2010 8 downwards, and upwards with prior shareholders’ approval if, in the Board’s opinion, taking all circumstances in to account, it would produce an unfair result. 5.2 Timing of Vesting Subject to rules 3.7 (Other Conditions), 7 (Leaving the Group before Vesting) and 8 (Takeovers and Restructurings), an Award Vests, to the extent determined under rule 5.1 (Satisfying conditions), on the date of Vesting or, if on that date a Dealing Restriction applies, the first date on which it ceases to apply. 5.3 Lapse To the extent that any Performance Condition is not satisfied at the end of the Performance Period, the relevant portion of the Award will lapse to the extent that the Performance Condition is not satisfied, unless otherwise specified in the Performance Condition. To the extent that any other condition is not satisfied, the Award will lapse if so specified in the terms of that condition. If an Award lapses under the Plan, it cannot Vest and a Participant has no rights in respect of it. 6 Consequences of Vesting 6.1 Delivery of Shares Within 30 days of an Award Vesting, the Grantor will arrange (subject to rules 6.4 (Tax and Social Security Contributions Withholding) and 10.8 (Consents)) for the transfer or issue to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested. 6.2 Dividend Equivalents An Award will, unless the Board decides otherwise, include the right to the extent the Awards have Vested, to receive Dividend Equivalents, subject to rule 6.4 (Tax and Social Security Contributions Withholding). Dividend Equivalents will be delivered in additional Shares (rounded down to the nearest whole Share if the Board so decides), unless otherwise determined at any time by the Grantor with the consent of the Board. Dividend Equivalents will be paid to any relevant Participant as soon as practicable after Vesting. 6.3 Cash Alternative The Grantor may, subject to the approval of the Board, decide to satisfy an Award by paying an equivalent amount in cash (subject to rule 6.4 (Tax and Social Security Contributions Withholding). 6.4 Tax and Social Security Contributions Withholdi ng The Company, the Grantor, any employing company or trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Annual Bonus Awards, Investment Shares or Awards. These arrangements may include the sale or reduction in number of any Shares subject to an Award or Investment Shares or the Participant discharging the liability himself as the Grantor deems appropriate.
Rules of the Management Co-Investment Plan – 12 May 2010 9 6.5 Tax Elections The Participant will, if required to do so, make an election regarding the method of payment of any mandatory taxes. 7 Leaving the Group before Vesting 7.1 General Rule on Leaving Employment 7.1.1 Unless rule 7.2 (Leaving in specified circumstances) applies, an Award which has not Vested will lapse on the date the Participant ceases to be an Employee. 7.1.2 The Board may decide that an Award which has not Vested will lapse on the date on which the Participant gives or receives notice of termination of his employment with any Member of the Group (whether or not such termination is lawful), unless the reason for giving or receiving notice is listed in rule 7.2.1(i) to 7.2.1(iv) below. 7.2 Leaving in Specified Circumstances 7.2.1 If a Participant ceases to be an Employee before the date of Vesting for any of the reasons set out below, then his Awards will Vest as described in rule 7.3 (Vesting – Awards) and lapse as to the balance. The reasons are: (i) ill health, injury or disability, as established to the satisfaction of NV or PLC; (ii) retirement with the agreement of the Participant’s employer; (iii) the Participant’s employing company ceasing to be under the Control of neither NV or PLC; (iv) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of NV or PLC nor a Member of the Group; (v) redundancy; (vi) death; and (vii) any other reason, if the Board so decides in any particular case. 7.2.2 The Board may only exercise the discretion provided for in rule 7.2.1(vii) within 2 months after cessation of the relevant Participant’s employment or office, and the Award will lapse or Vest (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 2-month period. The Board may delegate decisions under this rule 7.2 (Leaving in Specified Circumstances) and 7.3 (Vesting – Awards) as it considers appropriate. 7.3 Vesting – Performance Where rule 7.2 applies, the Award does not lapse and the extent to which it will Vest is measured in accordance with rule 5.1 (Satisfying conditions) at the end of the Performance Period. However, the Board may decide in its discretion that the Performance Period in respect of an Award should be treated as ending on the date of the termination of employment or office and that the Award should Vest immediately, to the extent that the Performance Condition has been satisfied (as determined by the Board in the manner specified in the Performance Condition or in such manner as it considers reasonable). Unless the Board decides otherwise, the level of Award should be reduced pro rata so that
Rules of the Management Co-Investment Plan – 12 May 2010 10 it reflects only the proportion of the original Vesting Period which has elapsed before the termination of employment or office. 7.4 Meaning of “ceasing to be an Employee” For the purposes of this rule 7, a Participant will not be treated as ceasing to be an Employee until he is no longer an Employee of any Member of the Group or if he then recommences employment with, or becomes a director of, a Member of the Group within 30 days. 8 Takeovers and Restructurings 8.1 Takeover 8.1.1 If rule 8.3 (Reconstruction) does not apply, where a person (or a group of persons acting in concert) obtains Control of NV and/or PLC as a result of making an offer to acquire Shares, an Award Vests, subject to rule 8.1.3, on the date the person obtains Control. 8.1.2 Where an Award Vests under rule 8.1.1, the Board will determine the extent to which any Performance Condition has been satisfied under rule 6.1 (Delivery of Shares) and the proportion of the Award which will Vest. The Board may decide that an Award which has Vested under rule 8.1.1 is reduced pro rata to reflect the acceleration of Vesting. To the extent that an Award has not Vested, it shall lapse as to the balance, unless exchanged under rule 9 (Exchange of Awards). 8.1.3 An Award will not Vest under rule 8.1.1 but will be exchanged under rule 9 (Exchange of Awards) if: (i) an offer to exchange Awards is made and accepted by a Participant; or (ii) the Board, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged. 8.2 Scheme of Arrangement 8.2.1 If rule 8.3 (Reconstruction) does not apply, when under Section 895 of the Companies Act 2006 a court sanctions a compromise or arrangement in connection with the acquisition of PLC Shares or any similar Dutch law in connection with NV Shares, an Award Vests, subject to rule 8.2.3, on the date of court sanction. This rule also applies where there is an equivalent procedure under local legislation. 8.2.2 Where an Award Vests under rule 8.2.1, the Board will determine the extent to which any Performance Condition has been satisfied under rule 6.1 (Delivery of Shares) and the proportion of the Award which will Vest. The Board may decide that an Award which has Vested under rule 8.2.1 is reduced pro rata to reflect the acceleration of Vesting. To the extent that an Award has not Vested, it shall lapse as to the balance, unless exchanged under rule 9 (Exchange of Awards).
Rules of the Management Co-Investment Plan – 12 May 2010 11 8.2.3 An Award will not Vest under rule 8.2.1 but will be exchanged under rule 9 (Exchange of Awards) if: (i) an offer to exchange Awards is made and accepted by a Participant; or (ii) the Board, with the consent of the Acquiring Company, decides before court sanction that the Awards will be automatically exchanged. 8.3 Reconstruction If there is any internal reconstruction, reorganisation or acquisition of NV and/or PLC which does not involve a significant change in the identity of the ultimate shareholders of NV and PLC, this rule applies to any Awards which have not Vested by the day the reconstruction takes effect. The Board will arrange for the Awards to be replaced by an equivalent award of shares in the new parent company or companies as determined by the Board. The Board may amend (or waive) any Performance Condition as it considers appropriate, subject to applicable laws. 8.4 Demerger or Other Corporate Event 8.4.1 If the Board becomes aware that NV and/or PLC is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rule 8.1 (Takeover) or rule 8.2 (Scheme of Arrangement) which, in the opinion of the Board, would affect the current or future value of any Award, the Board may allow an Award to Vest and subject to any such conditions as the Board may decide to impose. 8.4.2 Where an Award Vests under rule 8.4.1, the Board will determine the extent to which any Performance Condition has been satisfied under rule 6.1 and the proportion of the Award which will Vest. The Board may decide that an Award which has Vested under rule 8.4.1 is reduced pro rata to reflect the acceleration of Vesting. To the extent that an Award has not Vested, it shall lapse as to the balance. 8.4.3 Participants will be notified if they are affected by the Board exercising its discretion under this rule. 8.5 Board In this rule 8, “Board ” means those people who were members of the board of NV and PLC immediately before the change of Control. 9 Exchange of Awards 9.1 Exchange If an Award is to be exchanged under rule 8 (Takeovers and Restructuring), the exchange will take place as soon as practicable after the relevant event. 9.2 Exchange Terms Where a Participant is granted a new award in exchange for an existing Award, the new award:
Rules of the Management Co-Investment Plan – 12 May 2010 12 9.2.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; 9.2.2 must be equivalent to the existing Award, subject to rule 9.2.4; 9.2.3 is treated as having been acquired at the same time as the existing Award and, subject to rule 9.2.4, Vests in the same manner and at the same time; 9.2.4 must either: (i) be subject to a Performance Condition which is, so far as possible, equivalent to any Performance Condition applying to the existing Award; or (ii) not be subject to any Performance Condition, but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 8.1 (Takeover), and Vest at the end of the Performance Period; or (iii) be subject to such other terms as the Board considers appropriate in all the circumstances; and 9.2.5 is governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to NV and PLC were references to the Acquiring Company or the body corporate determined under rule 9.2.1. 10 General 10.1 Terms of Employment 10.1.1 For the purposes of this rule 10.1, “Employee” means any person who is or will be eligible to be a Participant. 10.1.2 This rule 10.1 applies: (i) whether NV, PLC or the Grantor (including acting through its Board) has full discretion in the operation of the Plan, or whether NV or PLC could be regarded as being subject to any obligations in the operation of the Plan; (ii) during an Employee’s employment or employment relationship; and (iii) after the termination of an Employee’s employment or employment relationship, whether or not the termination is lawful. 10.1.3 Nothing in these rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. 10.1.4 No Employee has a right to participate in the Plan. Participation in the Plan, payment of an Annual Bonus Award or the grant of Awards on a particular basis in any year does not create any right to or expectation of invitation, participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. 10.1.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.
Rules of the Management Co-Investment Plan – 12 May 2010 13 10.1.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer. 10.1.7 No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: (i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); (ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; (iii) the operation, suspension, termination or amendment of the Plan. 10.2 Board’s Decisions Final and Binding The decision of the Board on the interpretation of the Plan or regarding any dispute relating to any Award or matter relating to the Plan will be final and conclusive. 10.3 Third Party Rights Nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist. 10.4 Documents Sent to Shareholders NV or PLC is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares. 10.5 Costs NV and PLC will pay the costs of introducing and administering the Plan. A Participant’s employer will be required to bear the costs in respect of an Award to that Participant. 10.6 Employee Trust NV, PLC and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Sections 681-683 of the Companies Act 2006 or any applicable law. 10.7 Data Protection By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to any Member of the Group, trustee or third party service provider for all purposes relating to the operation of the Plan. These include, but are not limited to: 10.7.1 administering and maintaining Participant records; 10.7.2 providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
Rules of the Management Co-Investment Plan – 12 May 2010 14 10.7.3 providing information to future purchasers of the NV, PLC or the business in which the Participant works; and 10.7.4 transferring information about the Participant to a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as the Participant’s home country. 10.8 Consents All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the Netherlands, the United Kingdom or elsewhere. The Participant is responsible for complying with any requirements he needs to fulfil in order to obtain, or avoid the necessity for, any such consent. 10.9 Share Rights Shares issued to satisfy Awards under the Plan or as Investment Shares will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date. 10.10 Listing 10.10.1 If and so long as the NV Shares are listed on Eurolist by Euronext and traded on Euronext, NV will apply for listing of any NV Shares issued under the Plan as soon as practicable. 10.10.2 If and so long as PLC Shares are listed on the Official List and traded on the London Stock Exchange, PLC will apply for listing of any PLC Shares issued under the Plan as soon as practicable. 10.11 Notices 10.11.1 Any notice or other document which has to be given to a person who is or will be eligible to be a Participant under or in connection with the Plan may be: (i) delivered or sent by post to him at his home address according to the records of his employing company; or (ii) sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him; or, in either case, such other address which the Board considers appropriate. 10.11.2 Any notice or other document which has to be given to NV, PLC, the Grantor or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Board or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant. 10.11.3 Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working
Rules of the Management Co-Investment Plan – 12 May 2010 15 overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending. 10.12 Governing Law and Jurisdiction 10.12.1 Dutch law governs the Plan in respect of Awards granted over NV Shares and the Rotterdam District Court has non-exclusive jurisdiction in respect of any disputes arising. 10.12.2 English law governs the Plan in respect of Awards granted over PLC Shares and the English Courts have non-exclusive jurisdiction in respect of any disputes arising. 10.12.3 Where Awards are granted over a combination of NV and PLC Shares, the applicable law and jurisdiction in relation to such Awards will be determined on the Award Date by the Grantor. 11 Amending the Plan and Termination 11.1 Board’s powers Except as described in the rest of this rule 11 and in accordance with relevant provisions of UK and Dutch company law, the RemCo may at any time change the Plan in any way. 11.2 Shareholder approval 11.2.1 Except as described in rule 11.2.2, the shareholders of NV or PLC in general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to: (i) the persons to or for whom Shares may be provided under the Plan; (ii) the limits on the number of Shares which may be issued under the Plan; (iii) the individual limit for each Participant under the Plan; (iv) any rights attaching to existing and/or future Awards and the Shares; (v) the rights of a Participant in the event of a capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction or any other variation of capital of NV and/or PLC; or (vi) the terms of this rule 11.2.1. 11.2.2 The RemCo can change the Plan and/or any Awards granted under it and need not obtain the approval of NV or PLC in general meeting for any changes: (i) to benefit the administration of the Plan; (ii) to comply with or take account of the provisions of any proposed or existing legislation; (iii) to take account of any changes to legislation; or (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of NV, PLC, any Subsidiary or any present or future Participant.
Rules of the Management Co-Investment Plan – 12 May 2010 16 11.3 Notice The RemCo is not required to give written notice of any changes made to any Participant affected. 11.4 Termination The Plan will terminate on the Expiry Date, but the Board may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Awards.
EX-4.8
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a48unilevershareplan2017.htm
EX-4.8
a48unilevershareplan2017
UNILEVER RULES OF THE UNILEVER SHARE PLAN 2017 Directors’ Adoption: 22 February 2017 Shareholders’ Approval: NV: 26 April 2017 PLC: 27 April 2017 Amended by the Board: 3 March 2021 Expiry Date: 26 April 2027 Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 Ref 01/140/Alex Beidas
i Table of Contents Contents Page 1 Introduction .............................................................................................................................. 1 2 Definitions ................................................................................................................................ 1 3 Granting Awards ...................................................................................................................... 3 4 Documentation of Awards ....................................................................................................... 5 5 Before Vesting ......................................................................................................................... 5 6 Vesting ..................................................................................................................................... 6 7 Retention Period ..................................................................................................................... 8 8 Leaving employment and death ............................................................................................ 10 9 Malus and clawback .............................................................................................................. 12 10 Vesting in connection with relocation .................................................................................... 14 11 Takeovers and other corporate events .................................................................................. 14 12 Changing the Plan ................................................................................................................. 16 13 Tax ......................................................................................................................................... 17 14 Limits on newly issued and treasury shares ......................................................................... 18 15 General .................................................................................................................................. 18
1 1 Introduction The Plan allows for the grant of awards in the form of: − Conditional Awards - Awards under which the Participant receives Shares automatically to the extent the Award Vests; − Options - Awards under which the Participant can buy Shares, to the extent their Award has Vested, at a price (which may be zero) set when the Option is granted; or − Forfeitable Shares - Awards under which the Participant receives Shares on grant which are subject to a requirement that the Participant give the Shares back to the extent the Award lapses. Conditional Awards and Options can also be granted on the basis that they will only ever be satisfied with a cash payment equal to the value of the Shares to which the Participant would otherwise be entitled (less any Option Price). Awards will Vest over a period set by the Board for each Award and Vesting or grant may be subject to Performance Conditions or other conditions such as investments by the Participant in Shares. Before Vesting, Awards will normally lapse if the Participant leaves. After Vesting, they may also be subject to a further Retention Period during which satisfaction of the Award is subject to clawback. This introduction does not form part of the rules. 2 Definitions In these rules: “Acquiring Company” means a person who has or obtains Control of the Company; “Award” means a Conditional Award, Forfeitable Shares or an Option; “Award Date” means the date on which an Award is granted under rule 3.3; “Board” means, subject to rule 11.4, the board of directors of the Company or any committee or other person to whom the board has delegated any of its functions under these rules; “Bonus Deferral Award” means an Award which is granted to the Participant in lieu of bonus which he might otherwise have been paid in cash and which is designated as such by the Board under rule 3.3; “Business Day” means a day on which the London Stock Exchange or Euronext, as applicable, (or, if relevant and if the Board determines, any stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business; “Company” means Unilever PLC; “Conditional Award” means a conditional right to acquire Shares granted under the Plan; “Control” has the meaning given to it in Section 995 of the Income Tax Act 2007 in relation to the Company;
2 “Dealing Restrictions” means any restriction on dealing in securities imposed by regulation, statute, order, directive, the rules of any stock exchange on which Shares are listed or any code adopted by the Company as varied from time to time; “Detrimental Activity” means, as established to the satisfaction of the Board, and without the prior written consent of the Company, the Participant being in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participant’s employment contract, his termination arrangements or any internal policies); “Dividend Equivalent” means an amount linked to dividends paid on Shares subject to the Award; “Euronext” means Euronext Amsterdam; “Final Lapse Date” means the latest date on which an Option will lapse which will be the date set by the Board under rule 3.3 or, if no date is set, the date 10 years after the Award Date; “Forfeitable Share Agreement” means the agreement referred to in rule 4.2; “Forfeitable Shares” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement; “Grantor” means the Company or any other entity which grants or has agreed with the Company to satisfy an Award under the Plan; “Group” means the Company and its Subsidiaries or associated companies and “Member of the Group” shall be construed accordingly; “London Stock Exchange” means London Stock Exchange plc; “Option” means a right to acquire Shares granted under the Plan; “Option Price” means the amount (which may be zero) payable on the exercise of an Option set by the Board under rule 3.3.8; “Owned Shares” means Shares subject to a Retention Period which are transferred or issued into the beneficial ownership of the Participant as set out in rule 7.1.1(ii); “Participant” means a person who holds, or who has held, an Award or their personal representatives; “Performance Condition” means any condition linked to performance imposed under rule 3.3; “Plan” means these rules known as “The Unilever Share Plan 2017”, as changed from time to time; “Retention Period” means the period after Vesting during which a Participant is required to retain their Shares or Award as set out in rule 7; “Retention Shares” means the Shares which the Participant is required to retain during the Retention Period; “Shares” means fully paid ordinary shares in the Company and includes: (i) American Depositary Shares listed on the New York Stock Exchange; and
3 (ii) any Shares representing the Company following a reconstruction; “Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and “Vesting”, subject to the rules and any Retention Period: (i) in relation to Conditional Awards, means a Participant becoming entitled to have the Shares transferred to them; (ii) in relation to an Option, means an Option becoming exercisable; and (iii) in relation to Forfeitable Shares, means the restrictions set out in the Forfeitable Share Agreement ceasing to have effect as described in rule 6.2.3, and Vesting shall include the term Vest and Vested; and “Vesting Date” means the date set for Vesting of an Award under rule 3.3. If there is any conflict between two provisions in these rules under which an Award will lapse, the one which gives rise to the earlier lapse will prevail. 3 Granting Awards 3.1 Eligibility The Grantor may select any employee of a member of the Group to be granted an Award. However, the Board may determine that an Award will not be made to an employee who has given or been given notice terminating their employment. 3.2 Timing of Awards Awards may only be granted within 42 days starting on any of the following: 3.2.1 the date of shareholder approval of the Plan; 3.2.2 the Business Day following the day on which the Company’s results are announced for any period; 3.2.3 the date of the Company’s annual general meeting or any special general meeting; and 3.2.4 any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards. If the granting of Awards during any period specified above is prevented by any Dealing Restrictions, Awards may be granted within 42 days of the first date on which it is no longer prevented. No Awards may be granted after 26 April 2027 or such earlier date as the Board may specify. 3.3 Terms set at grant When granting an Award, the Board will set the following terms: 3.3.1 whether the Award will take the form of: (i) a Conditional Award; (ii) an Option;
4 (iii) Forfeitable Shares; or (iv) a combination of these; 3.3.2 whether the Award is a Bonus Deferral Award; 3.3.3 subject to rule 3.5, the number of Shares subject to the Award or how that will be determined which, in the case of a Bonus Deferral Award, will be linked to the amount of bonus which the Board determines would otherwise have been paid to the Participant in cash; 3.3.4 the terms of any Performance Condition or other condition set under rule 3.4; 3.3.5 one or more Vesting Dates (unless specified in a Performance Condition) and, if there is more than one, the proportion of the Award which can Vest on each one (or how that will be determined); 3.3.6 whether or not a Retention Period will apply and, if so, when it will normally end and how the number of Retention Shares will be determined; 3.3.7 whether or not the Award carries a Dividend Equivalent; 3.3.8 in the case of an Option: (i) the Option Price; and; (ii) the Final Lapse Date which will not be more than 10 years after the Award Date; and 3.3.9 any other terms or conditions of the Award. 3.4 Performance Conditions The Board may decide that Vesting of an Award will be conditional: 3.4.1 on the satisfaction of one or more conditions set by the Board on grant linked to the performance of the Company, the Participant and/or any business unit or member of the Group; and/or 3.4.2 any other condition set by the Board, which, in either case, may provide that the Award will lapse to the extent that it is not satisfied. The Board may change a Performance Condition in accordance with its terms or if anything happens which causes the Board reasonably to consider it appropriate to do so. The Board may waive or change any other condition in such manner as it sees fit. 3.5 Limit in Directors’ Remuneration Policy An Award to be granted to a director of the Company will not exceed any applicable maximum set out in the approved directors’ remuneration policy (as defined in section 226B(2) of the Companies Act 2006). 3.6 No payment for Awards A Participant is not required to pay for the grant of an Award.
5 4 Documentation of Awards 4.1 Conditional Awards and Options An Award (other than an Award of Forfeitable Shares) must be granted by deed. 4.2 Forfeitable Shares Where an Award takes the form of Forfeitable Shares, the Participant must: 4.2.1 enter into an agreement with the Grantor that, to the extent that the Award lapses under the Plan, the Shares are forfeited and they will immediately transfer their interest in them, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor; 4.2.2 complete any elections required by the Board, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or similar elections in other jurisdictions) and elections to transfer any liability, or agreements to pay social security contributions; and 4.2.3 provide any other documentation which the Board considers necessary or desirable to give effect to the terms of the Award, including a power of attorney or blank stock transfer form. If they do not do so within a period specified by the Board, the Award will lapse at the end of that period. On or after the grant of Forfeitable Shares, the Grantor will procure that the relevant number of Shares are issued or transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan. Where applicable, the share certificates or other documents of title relating to any Forfeitable Shares may be retained by the Grantor. 5 Before Vesting 5.1 Voting and dividends 5.1.1 A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option or a Conditional Award until the Shares are issued or transferred to the Participant. 5.1.2 Except to the extent specified in the Forfeitable Share Agreement, a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses. 5.2 Transfer A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If they do, whether voluntarily or involuntarily, then the Award will immediately lapse. This rule 5.2 does not apply: 5.2.1 to the transmission of an Award on the death of a Participant to the person entitled by law to deal with the estate; 5.2.2 to an assignment by way of court order; 5.2.3 to the assignment of an Award where the Board considers that the Participant is no longer in a position to manage their own affairs by reason of ill-health; or
6 5.2.4 in any other circumstances if the Board agrees. 5.3 Adjustment of Awards 5.3.1 If there is: (i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; (ii) a demerger (in whatever form) or exempt distribution (for example by virtue of Section 1075 of the Corporation Tax Act 2010); (iii) a special dividend or distribution; or (iv) any other corporate event which might affect the current or future value of any Award, the Board may adjust the number or class of Shares or securities subject to the Award and, in the case of an Option, the Option Price (see below for Forfeitable Shares). 5.3.2 Subject to the Forfeitable Share Agreement, a Participant will have the same rights as any other shareholders in respect of Forfeitable Shares where rule 5.3.1 applies. Any Shares, securities or rights allotted to a Participant as a result of such an event will be: (i) treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and (ii) subject to the rules of the Plan and the terms of the Forfeitable Share Agreement. 6 Vesting 6.1 Timing and extent of Vesting Subject to the rest of these rules, an Award will Vest on the later of the following: 6.1.1 the Vesting Date; and 6.1.2 the date on which the Board determines the extent to which any Performance Condition or any other condition is satisfied (which it will do as soon as reasonably practicable after the end of the period over which it is tested). The Award will only Vest to the extent that any Performance Condition or other condition is satisfied. However, if Vesting or the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for Vesting, issue or transfer will be delayed for that Award until the Dealing Restriction no longer prevents it. 6.2 Consequences of Vesting 6.2.1 If an Award takes the form of a Conditional Award, within 30 days of Vesting (or as soon as reasonably practicable after that), the Grantor will arrange (subject to the
7 rest of this rule 6 and rules 7, 9, 13 and 15.6) for the issue or transfer to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested. 6.2.2 A Participant can only exercise an Option to the extent it has Vested. To exercise it, the Participant must give notice in such form as the Grantor may prescribe and, in the case of an Option, pay or make arrangements satisfactory to the Grantor for the payment of the Option Price (if any). Subject to the rest of this rule 6 and rules 7, 9, 13 and 15.6, the Grantor will arrange for the number of Shares in respect of which an Option has been exercised to be issued or transferred to the Participant within 30 days of the date on which the Option is exercised or as soon as reasonably practicable after that. An Option will lapse at the end of business on the Final Lapse Date if it does not lapse earlier under these rules. 6.2.3 To the extent an Award of Forfeitable Shares Vests, the restrictions referred to in rule 4.2 and contained in the Forfeitable Share Agreement will cease to apply. 6.3 Dividend Equivalent If an Award carries a Dividend Equivalent, the Participant will be entitled on Vesting of a Conditional Award or exercise of an Option to an amount equal to the Dividend Amount for each Share in respect of which the Conditional Award Vests or the Option is exercised. However: 6.3.1 where Vesting or exercise occurs after the record date but before the payment date of a Qualifying Dividend, the Participant will become entitled to the amount as soon as practicable following such payment date; and 6.3.2 where the Award continues through a Retention Period, the Participant will become entitled to the amount as soon as practicable after the end of the Retention Period. The Dividend Amount will be paid in additional Shares unless the Board decides that it will be paid in cash of equivalent value, as determined by the Board. The “Dividend Amount” will, for each Qualifying Dividend, be equal to the number of Shares which would be held if: 6.3.3 the per Share amount of the Qualifying Dividend had been reinvested in further Shares (or fractions of a Share) on the payment date of the Qualifying Dividend at market value on that date; and 6.3.4 any subsequent Qualifying Dividends on those Shares had been notionally reinvested in further Shares in the same way. A “Qualifying Dividend” is any ordinary dividend for which the record date falls between the Award Date and the date Shares (or cash of equivalent value) are issued or transferred to the Participant following the Vesting of an Award or exercise of an Option. Any reinvestment, for the purposes of determining the Dividend Amount, is entirely notional and, accordingly, may relate to fractions of a Share, but, if it is paid in Shares, the number of Shares issued or transferred will be rounded to the nearest whole Share as part of the vesting of the Award.
8 For the purpose of determining the Dividend Amount, the “market value” of a Share will be the closing price of a Share on the payment date of the Qualifying Dividend or will be determined in such other manner as the Board considers reasonable. 6.4 Cash or share alternative The Grantor can decide to satisfy any entitlement under an Award to: 6.4.1 Shares by paying a cash amount; or 6.4.2 cash by issuing or transferring Shares. In either case, based on the market value of the Shares on the date he becomes entitled (less any Option Price, in the case of an Option). An Award may be granted on the basis that it will always be satisfied as described in this rule 6.4. 6.5 Automatic exercise of Options where Dealing Restrictions apply and Option would otherwise lapse 6.5.1 To the extent that: (i) an Option has not been exercised by the close of the Business Day before the date on which it lapses; (ii) a Dealing Restriction prevents the Participant from exercising it on that day; and (iii) it is in the money on that day, the Company will, unless the Board decides otherwise, treat it as having been exercised on that day. 6.5.2 If it does treat the Option as having been exercised, the Company will arrange for sufficient Shares resulting from the exercise to be sold on behalf of the Participant to raise an amount (after costs of sale) equal to the Option Price and any tax or social security required to be withheld under rule 13. The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2. 6.5.3 An Option is “in the money” on any day if the Board estimates that, if all the Shares resulting from exercise were sold on that day, the sale proceeds (after making a reasonable allowance for any costs of sale and taxes) would be more than the Option Price. 6.5.4 The Participant may give notice, at any time before the day referred to in rule 6.5.1, requesting that this rule 6.5 should not apply to the Option. 6.5.5 No member of the Group will be liable for any loss a Participant may suffer as a result of the application or failure to apply this rule 6.5. 7 Retention Period This rule 7 applies if the Board determines under rule 3.3 that an Award is subject to a Retention Period.
9 7.1 How the Retention Period will apply to an Award 7.1.1 Before the Award Vests, the Board will determine whether: (i) the Award will continue in respect of the Retention Shares through the Retention Period (subject to this rule 7); or (ii) the Retention Shares will be issued or transferred into the beneficial ownership of the Participant (“Owned Shares”) and held in accordance with this rule 7. 7.1.2 Where the Board determines that the Award will continue through the Retention Period, it shall calculate the number of Shares which Vest in accordance with rule 6.1, but the Retention Shares will only be issued or transferred or cash paid under rule 6.2 at the end of the Retention Period and subject to this rule 7. 7.1.3 Where the Board has determined that Owned Shares will be issued or transferred to the Participant, it will calculate the number of Shares which Vest in accordance with rule 6.1 and will issue or transfer the beneficial ownership of the Retention Shares (if not already held in respect of an Award of Forfeitable Shares), for no consideration, to any person specified by the Board to be held during the Retention Period under this rule 7. 7.1.4 Where the Award is an Option and the Board has determined that it will continue during the Retention Period, the Option will become exercisable as described in rule 6.2 and any Retention Shares acquired on the exercise of the Option during the Retention Period (less any tax paid) will continue to be held as Owned Shares. 7.2 Tax Where tax is payable at the start of the Retention Period, then rule 13 (Tax) will apply and the Retention Period will apply in respect of the remainder of the Shares. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. 7.3 Rights during the Retention Period 7.3.1 The following additional provisions will apply during the Retention Period where an Award continues through the Retention Period: (i) Except as required under rule 7.2, the Participant will have no rights in respect of the Retention Shares until the Shares are acquired at the end of the Retention Period. (ii) The Participant may not transfer, assign or otherwise dispose of the Retention Shares subject to any Award or any interest in them. 7.3.2 The following additional provisions will apply to Owned Shares during the Retention Period: (i) The Participant will be entitled to vote and to receive dividends and have all other rights of a shareholder in respect of the Owned Shares from the date the Participant becomes the beneficial owner. (ii) The Participant may not transfer, assign or otherwise dispose of the Owned Shares or any interest in them (or instruct anyone to do so) except in the case of:
10 (a) the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue; (b) a forfeiture as described in rule 7.4; or (c) the sale to fund any tax in accordance with rule 7.2. (iii) Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.1 during the Retention Period will, unless the Board decides otherwise, be subject to the same restrictions as the corresponding Owned Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that their number exceeds the number they would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights. 7.4 Forfeiture of Owned Shares To the extent that Owned Shares are forfeited under rule 9 (Malus and clawback) the Participant is deemed to consent to the immediate transfer of the beneficial ownership of the Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Board. 7.5 End of the Retention Period 7.5.1 The Retention Period will end on the earliest of the following: (i) the date on which the Retention Period would normally end, as set by the Board in relation to the Award under rule 3.3; (ii) the date on which the Board decides that the number of Retention Shares are sufficiently small that the continuation of the Retention Period is not warranted; (iii) the date on which the Participant dies; and (iv) the date of a takeover or other transaction by virtue of which rule 11 applies. 7.5.2 At the end of a Retention Period: (i) where the Award continues through the Retention Period, the Shares will be issued or transferred or cash paid in accordance with rule 6; and (ii) the restrictions relating to Owned Shares in rule 7.3.1 will cease to apply and the Shares will be transferred to the Participant or as the Participant may direct. 8 Leaving employment and death 8.1 General rule on leaving employment Except in the case of a Bonus Deferral Award (see rule 8.7), an Award will lapse on leaving if the Participant leaves employment before Vesting.
11 8.2 Exceptions to the general rule where certain leaver reasons apply If a Participant leaves employment before Vesting for one of the following reasons, their Award will not lapse but rule 8.3 will apply: 8.2.1 ill health, injury or disability, as established to the satisfaction of the Company; 8.2.2 retirement with the agreement of the Participant’s employer; 8.2.3 the Participant’s employing company ceasing to be under the Control of the Company; 8.2.4 a transfer of the undertaking (or the part of the undertaking), in which the Participant works, to a person which is neither under the Control of the Company nor a Member of the Group; 8.2.5 redundancy; or 8.2.6 any other reason, if the Board so decides in any particular case. 8.3 Extent of Vesting of Award Where rule 8.2 applies: 8.3.1 the Award will Vest to the extent any Performance Condition is satisfied on the date of Vesting; and 8.3.2 unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date they left to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date. 8.4 Early Vesting Alternatively, the Board may decide that the Award will Vest to the extent described in rule 8.3, on the date of leaving or a later date determined by the Board. The Board will determine the extent to which any Performance Condition is satisfied in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable. 8.5 Death If the Participant dies before Vesting, the Award will Vest, on the date of death, at halfway between the threshold and maximum levels of Vesting under the Performance Condition (or such other level as the Board may allow) and the Performance Condition will not otherwise apply. If the Participant left employment before death for one of the reasons in rule 8.2 then, unless the Board decides otherwise, the number of Shares in respect of which the Award would otherwise Vest will be reduced, as described in rule 8.3.2 (by reference to the date the Participant left employment, not the date of death). 8.6 Treatment of Options after leaving If the holder of an Option dies or leaves employment: 8.6.1 before Vesting for one of the reasons in rule 8.2; or 8.6.2 after Vesting for any reason (except as described below)
12 their Option will be exercisable for 12 months from the later of: 8.6.3 the date on which the Option Vests; and 8.6.4 the date on which the Participant left, after which the Option will lapse, but the Board may reduce or extend that period (but not beyond the Final Lapse Date). However, if the Participant leaves employment after Vesting because of misconduct or breach of the terms of their employment, their Award will lapse on the day they leave employment unless the Board determines otherwise. 8.7 Bonus Deferral Awards If a Participant dies or leaves employment before or after Vesting, their Bonus Deferral Award will continue in effect unless the Board decides that it will Vest on dying or leaving or any later date. However, if the Participant leaves employment because of misconduct or breach of the terms of their employment, their Bonus Deferral Award will lapse on the day they leave employment unless the Board determines otherwise. Rules 8.1 to 8.4 will not apply to Bonus Deferral Awards. 8.8 Detrimental activity If a Participant leaves employment due to any reason set out in rule 8.2, unless the Board decides otherwise, the Participant’s Award will lapse if he engages in Detrimental Activity. 8.9 General 8.9.1 Subject to rule 8.9.2, a Participant will only be treated as “leaving employment” when they are no longer an employee or director of any member of the Group. 8.9.2 The Board may decide a Participant will be treated as “leaving employment” on the date they give or are given notice terminating their office or employment unless the reason for giving or receiving notice is listed in rules 8.2.1, 8.2.2 or 8.2.5 above. 9 Malus and clawback 9.1 Malus If the Board considers that: 9.1.1 there has been a significant downward restatement of the financial results of the Company; and/or 9.1.2 there is reasonable evidence of gross misconduct or gross negligence by the Participant; and/or 9.1.3 there is reasonable evidence of material breach by the Participant of the Company’s Code of Business Principles or the Company’s Code Policies; and/or 9.1.4 there is reasonable evidence of conduct by the Participant which results in significant losses or reputational damage to the Company or the Group; and/or
13 9.1.5 the Participant is in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participant’s employment contract, his termination arrangements or any internal policies); and/or 9.1.6 the data is misleading and/or there is an error in the information, assumptions or calculations on the basis of which the Award was granted or paid out or Vested; and/or 9.1.7 there has been a significant deterioration in the financial health of the Group or any Member of the Group resulting in severe financial constraints on the ability to fund Awards, it may, in its discretion, at any time prior to Vesting, exercise (in the case of an Option), or the end of any Retention Period, decide that: (a) an Award will lapse wholly or in part; (b) the delivery of the Shares or the end of any Retention Period will be delayed until any action or investigation is completed; and/or (c) Vesting of the Award or delivery of the Shares will be subject to additional conditions. If there is a delay under rule 9.1(b): (i) if a Participant leaves employment after the date on which the Award would have Vested, but for the delay then, unless the Board decides otherwise, rule 8 (leaving employment) will not apply. The Award will continue and Vest to the relevant extent (subject to any further adjustment under this rule 9) when the action or investigation is completed; (ii) Vesting of the Award or delivery of Shares will not be delayed beyond any date on which Vesting or delivery would otherwise occur under rule 11 (Takeovers and other Corporate Events); and (iii) for the avoidance of doubt, there may (or may not) be an adjustment or further adjustment under this rule 9 following completion of any action or investigation. 9.2 Clawback If the Board considers that: 9.2.1 there has been a significant downward restatement of the financial results of the Company; and/or 9.2.2 the data is misleading and/or there is an error in the information, assumptions or calculations on the basis of which the Award was granted or paid out or Vested; and/or 9.2.3 there has been a significant deterioration in the financial health of the Group or any Member of the Group resulting in severe financial constraints, it may, in its discretion, within two years of an Award Vesting or the start of any Retention Period: (i) require a Participant to transfer to the Company (or as the Company directs), for nominal or nil consideration, some or all of the after-tax number of Shares which have previously Vested, or pay to the Company (or as the Company directs) an amount equal to the value of those Shares (as determined by the Board); and/or
14 (ii) require the Company to withhold from, or offset against, the grant or Vesting of any other Award to which the Participant may be or become entitled in connection with his/her employment with the Group such an amount as the Board considers appropriate. 9.2.4 Where a Participant is notified they must transfer Shares or pay an amount in accordance with this rule 9.2 any Shares or cash must be transferred or paid (in the manner directed by the Company) within 30 days of that Participant being so notified. 9.3 General 9.3.1 For the avoidance of doubt, this rule 9 can apply even if the Participant was not responsible for the event in question or if it happened before the Vesting or grant of the Award. 9.3.2 Those rules may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards. 9.3.3 Except to the extent the Board so decides at the time of exchange, neither malus nor clawback will apply to an Award which has been exchanged in accordance with rule 11.4. 9.3.4 Clawback will not apply after a takeover (as defined in rule 11.1). 9.3.5 The Board will notify the Participant of any application of malus or clawback under this rule 9. 9.3.6 Without limiting rule 15.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9, and the operation of malus will not limit any other remedy any member of the Group may have in relation to breach of any restrictions referred to in rule 9.1.5. 10 Vesting in connection with relocation If a Participant who is not a director of the Company relocates to another jurisdiction before an Award Vests and, as a result: (d) the Participant or any member of the Group is or may be subject to less favourable tax or social security treatment; or (e) the Vesting, exercise or satisfaction of the Award is or may be subject to any regulatory restriction, approval or consent, the Board may decide that the Award will Vest on such earlier date or dates and subject to such additional conditions as it may determine, including the retention of any Shares acquired on Vesting. In the case of an Option, the Board may change the period during which it can be exercised or impose additional conditions upon the exercise. 11 Takeovers and other corporate events 11.1 Takeover 11.1.1 If there is a takeover, each Award will Vest, subject to rules 9.1 (Malus) and 9.3, on the date of the takeover.
15 11.1.2 The Board will determine the extent to which any Performance Condition has been satisfied to the date of the takeover (in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable) and the proportion of the Award which will Vest. 11.1.3 The Board may decide that an Award which has Vested under rule 11.1.1 will be reduced pro rata to reflect the acceleration of Vesting. 11.1.4 To the extent that an Award has not Vested, it shall lapse as to the balance, unless exchanged under rule 11.4 (Exchange of Awards). 11.1.5 An Option will be exercisable for a period of one month from the date of the takeover, after which it will lapse (whether or not it Vested under this rule). 11.1.6 An Award will not Vest under rule 11.1.1 but will be exchanged under rule 11.4 (Exchange of Awards) if: (i) an offer to exchange Awards is made and accepted by a Participant; or (ii) the Board, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged. There is a “takeover” when: (i) a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; or (ii) under Section 895 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of Shares, but not where the Board determines rule 11.2 (Reconstruction) applies. 11.2 Reconstruction If there is any internal reconstruction, reorganisation, merger or acquisition of the Company which: 11.2.1 is not intended to result in; or 11.2.2 does not involve a significant change in the identity of the ultimate shareholders of the Company, the Board may determine this rule 11.2 applies to any Awards which have not Vested by the day the reconstruction takes effect. The Board will arrange for the Awards to be replaced by an equivalent award of shares in the new parent company or companies as determined by the Board. The Board may amend (or waive) any Performance Condition as it considers appropriate, subject to applicable laws. 11.3 Demerger or Other Corporate Event 11.3.1 If the Board becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend), reconstruction or other transaction not falling within rule 11.1 (Takeover) which, in the opinion of the Board, would affect the current or future value of any Award, the Board may allow an Award to Vest (subject to rule 9 (Malus and clawback) and any such conditions as the Board may decide to impose.
16 11.3.2 Where an Award Vests under rule 11.3.1, the Board will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest. 11.3.3 The Board may decide that an Award which has Vested under rule 11.3.1 is reduced pro rata to reflect the acceleration of Vesting. 11.3.4 To the extent that an Award has not Vested, it shall lapse as to the balance. 11.3.5 The Board will determine the period during which an Option may be exercised following Vesting and whether or not it will lapse at the end of that period. 11.3.6 Participants will be notified if they are affected by the Board exercising its discretion under this rule. 11.4 Exchange of Awards If an Award is to be exchanged under this rule 11, the exchange will take place as soon as practicable after the relevant event. The new award: 11.4.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; 11.4.2 must be equivalent to the existing Award, subject to rules 9.3.3, 9.3.4 and 11.4.4; 11.4.3 will be treated as having been acquired at the same time as the existing Award and, subject to rule 11.4.4, will Vest in the same manner and at the same time; 11.4.4 must either: (i) be subject to a Performance Condition which is, so far as practicable, equivalent to any Performance Condition applying to the existing Award; or (ii) not be subject to any Performance Condition, but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 11.1 (Takeover); or (iii) be subject to such other terms as the Board considers appropriate in all the circumstances; and 11.4.5 will be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 11.4.1. 11.5 Board In this rule 11, “Board” means those people who were members of the board of the Company immediately before the change of Control. 12 Changing the Plan 12.1 Board’s powers Except as described in the rest of this rule 12, the Board may at any time change the Plan (including the terms of any Award already granted) in any way.
17 12.2 Shareholder approval 12.2.1 Except as described in rule 12.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to: (i) eligibility; (ii) the limits on the number of Shares which may be issued under the Plan; (iii) any individual limit for each Participant under the Plan; (iv) the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or (v) the terms of this rule 12.2.1. 12.2.2 The Board can change the Plan and need not obtain the approval of the Company in general meeting for any changes to a Performance Condition or other condition in accordance with rule 3.4 or for minor changes: (i) to benefit the administration of the Plan; (ii) to comply with or take account of the provisions of any proposed or existing legislation; (iii) to take account of any changes to legislation; or (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant. 12.2.3 The Board may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rule 13. 12.3 Notice The Board is not required to give Participants notice of any changes. 13 Tax The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award and will, if required to do so, agree the transfer of liability for employer social security contributions to him. The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions or other levies. These arrangements may include the sale of or reduction in number of Shares to which a
18 Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise. The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so. 14 Limits on newly issued and treasury shares 14.1 Plan limits - 10 per cent An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years. 14.2 Plan limits - 5 per cent An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which has been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted in the previous 10 years. 14.3 Scope of Plan limits When calculating the limits in rules 14.1 and 14.2, Shares will be ignored: 14.3.1 where the right to acquire them has been released or has lapsed; and 14.3.2 which are committed to be issued under any Dividend Equivalent. As long as so required by institutional shareholders, Shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as Shares issued by the Company. 15 General 15.1 Terms of employment 15.1.1 This rule 15.1 applies during an employee’s employment with a member of the Group and after the termination of an employee’s employment, whether or not the termination is lawful. 15.1.2 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an employee. The rights and obligations arising from the employment relationship between the employee and their employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. 15.1.3 No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or
19 expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. 15.1.4 The terms of the Plan do not entitle the employee to the exercise of any discretion in their favour. 15.1.5 The employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the employee (including, without limitation, any adjustment under rule 9) even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the employee and their employer. 15.1.6 No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: (i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); (ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or (iii) the operation, suspension, termination or amendment of the Plan. 15.2 Board’s decisions final and binding The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive. 15.3 Documents sent to shareholders The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares. 15.4 Costs The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer or any other member of the Group to bear the costs in respect of an Award (including, for example, any trading or other working costs) to that Participant. 15.5 Data protection Participation in the Plan will be subject to: 15.5.1 any data protection policies applicable to any relevant Member of the Group; and 15.5.2 any applicable privacy notices. 15.6 Consents All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in any relevant country. The Participant is responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent.
20 15.7 Share rights Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date. 15.8 Listing 15.8.1 If and for so long as the Shares are listed on Eurolist by Euronext and traded on Euronext, the Company will apply for listing of any Shares issued under the Plan as soon as practicable. 15.8.2 If and for so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable. 15.9 Notices 15.9.1 Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet. 15.9.2 Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Board or duly appointed agent may decide and notify Participants. 15.9.3 Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending. 15.10 Governing law and jurisdiction English law governs the Plan and the English Courts have non-exclusive jurisdiction in respect of any disputes arising.
EX-8.1
15
a81listofsubsidiaries.htm
EX-8.1
a81listofsubsidiaries
As at 31 December 2023 In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December 2023 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162 (2) (a) of the Companies Act 2006 unless otherwise indicated – see the notes on page 244. All subsidiary undertakings not included in the consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 244. See page 226 of the Annual Report and Accounts for a list of the significant subsidiaries. Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the type of interest held in the entity. Subsidiary undertakings included in the consolidation Algeria – Zone Industrielle Hassi Ameur Oran 31000 Unilever Algérie SPA (72.50) DZD1,000.00 1 Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires Arisco S.A. ARS1.00 1 Unilever De Argentina S.A. ARS1.00 1 Club de beneficios S.A.U. ARS1.00 1 Argentina – Martín Güemes 24 Sur, San Juan, Provincia de San Juan Helket S.A. ARS1.00 1 Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires Compre Ahora S.A. ARS1.00 1 Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires Urent S.A. ARS1.00 1 Argentina – Tucumán 1, 4th floor, City of Buenos Aires Ulands S.A. ARS1.00 1 Australia – 219 North Rocks Road, North Rocks NSW 2151 Ben & Jerry’s Franchising Australia Limited AUD1.00 1 TIGI Australia Pty Limited AUD1.00 2 AUD1.00 3 Unilever Australia (Holdings) Pty Limited AUD1.00 1 Unilever Australia Group Pty Limited AUD2.7414 1 Unilever Australia Limited AUD1.00 1 Unilever Australia Supply Services Limited AUD1.00 1 Unilever Australia Trading Limited AUD1.00 1 Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 Dermalogica Holdings Pty Limited AUD1.00 1 Dermalogica Pty Limited AUD2.00 1 Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000 Paula's Choice International Australia Pty Limited AUD0.01 1 Australia – PO Box H237, Australia Square, NSW 1215 Brand Evangelists for Beauty Pty Ltd ∆ (68.03) 1 Austria – Jakov-Lind-Straße 5, 1020 Wien Delico Handels GmbH EUR36,336.42 1 Unilever Austria GmbH EUR10,000,000.00 1 Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong Unilever Bangladesh Limited (60.75) BDT100.00 1 Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 Unilever Consumer Care Limited (81.98) BDT10.00 1 Belgium – Industrielaan 9, 1070 Brussels Unilever Belgium NV/SA No Par Value 1 Bolivia – Av. Blanco Galindo, Km. 10.5, Cochabamba Unilever Andina Bolivia S.A. BOB100.00 1 Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code 01426-003, São Paulo/SP Euphoria Ice Cream Comercio de Alimentos Limitada BRL1.00 5 Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 E-UB Comércio Limitada BRL1.00 5 Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20, Parte, Centro, Zip Code 13.271-900 Unilever Logistica Serviços Limitada BRL1.00 5 Name of Undertaking Nominal Value Share Class Note Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP Unilever Brasil Gelados Limitada BRL1.00 5 Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila Gertrudes, Zip Code 04794-000, São Paulo/SP Unilever Brasil Limitada BRL1.00 5 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip Code 04794-000, São Paulo/SP Unilever Brasil Industrial Limitada BRL1.00 5 Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000 Mãe Terra Produtos Naturais Limitada BRL1.00 5 Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo Smart Home Comércio E Locação De Equipamentos S.A (59.50) No Par Value 1 Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro Campo Belo CEP 04614-010 Ole Franquia Limitada BRL1.00 1 Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro Vila Olimpia, São Paulo, Zip Code 04547-006 Compra Agora Serviços Digitais Limitada BRL1.00 5 Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1 Unilever Bulgaria EOOD BGN1,000.00 1 Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona Unilever Ice Cream Bulgaria EOOD BGN5,000.00 1 Cambodia – Morgan Tower Building, Level 15, No. 15F-8A/8B/9/10/11/12/13/14/15/16/17A, Street Sopheak Mongkul, Phum 14, Sangkat Tonle Bassac, Khan Chamkarmon, Phnom Penh Unilever (Cambodia) Limited KHR20,000.00 1 Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon Territory, Y1A 4Z7 Dermalogica (Canada) Limited No Par Value 6 Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1 Seventh Generation Family & Home ULC No Par Value 7 Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2 4012208 Canada Inc. No Par Value 7 Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2 Unilever Canada Inc. No Par Value 8 No Par Value 9 No Par Value 10 No Par Value 11 No Par Value 12 Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC, V6E 0C5 Hourglass Cosmetics Canada Limited No Par Value 1 Canada – Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8 Elida Beauty Canada Inc. USD0.01 7 Chile – Av. Las Condes, 11.000, comuna de Viatcura, Santiago Unilever Chile Limitada 13 China – Room 1001, No. 398, Caoxi Road (N), Xuhui District, Shanghai, 200030 Blueair (Shanghai) Sales Co. Limited CNY1.00 1 China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo City, Zhejiang Province Ningbo Hengjing Inspection Technology Co., Limited (67.71) CNY1.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 117
China – No. 78, Road II of Seaside Avenue, Cixi Economic and Technical Development Zone, (Hangzhou Bay New Zone), Ningbo Qinyuan Group Co. Limited (67.71) CNY1.00 1 China – Room 744, 9F, No. 583 Lingling Road, Xuhui District, Shanghai, 200030 Shanghai Qinyuan Environment Protection Technology Co. Limited (67.71) CNY1.00 1 China – No.33 North Fuquan Road, Changning District, Shanghai, 200335 Unilever (China) Investing Company USD1.00 1 China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Anhui, 230601 Unilever (China) Limited USD1.00 1 Unilever Services (Hefei) Co. Ltd. CNY1.00 1 China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin Unilever (Tianjin) Company Limited USD1.00 1 China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Shanghai Unilever Foods (China) Co. Limited USD1.00 1 China – No. 166, Lihua Avenue West, Qinglong Town, Pengshan District, Meishan City, Sichuan province 620800 Unilever (Sichuan) Company Limited USD1.00 1 China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076 Wall`s (China) Co. Limited USD1.00 1 China – No. 358, Xingci 1 Road, Hangzhou Bay, New District, Ningbo, 315336 Zhejiang Qinyuan Water Treatment Technology Co. Limited (67.71) CNY1.00 1 China – Room 326, 3rd Floor, Xinmao Building, 2 South Taizhong Road, (Shanghai) Pilot Free Trade Zone Uchieve Commerce (Shanghai) Co., Ltd. CNY1.00 1 China – Floor 1, Building 2, No. 33, North Fuquan Road, Changning District, Shanghai, 200335 Shanghai CarverKorea Limited USD1.00 1 China- 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai Paula's Choice (Shanghai) Trading Co. Limited CNY10,000,000 8 CNY10,000,000 9 China- Room 1436, No.1256 and 1258, Wanrong Road, Jingan District, Shanghai Paula's Choice (Shanghai) Technology Co. Limited CNY1.00 1 China- Zibian 2105, No.63, Mingzhu Avenue (North), Conghua District, Guangzhou City Unilever (Guangzhou) Co. Limited CNY1.00 1 China – Room 407, No 1256&1258 Wan Rong Road, Shanghai UPD China Limited CNY1.00 1 Colombia – Avenida Carrera 45, 108-27 Torre 3 Piso, 5Y 6 Bogotá D.C. Unilever Andina Colombia Limitada COP100.00 1 ULeX Colombia S.A.S. COP100.00 1 Costa Rica – De la intersección Cariari, 400 mts. Oeste y 800 mts al Norte, frente a sede Testigos de Jehová, Planta Industrial Lizano, Heredia, Belén, La Asunción de Belén Unilever de Centroamerica S.A. CRC1.00 1 Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte UL Costa Rica SCC S.A. CRC1.00 1 Côte d'Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi Unilever-Côte d'Ivoire (99.33) XOF2,650.00 1 Côte d'Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble Plein Ciel, Business Center, 26 BP 1377, Abidjan 26 Unilever Afrique de l’Ouest XOF10,000.00 1 Croatia – Strojarska cesta 20, 10000 Zagreb Unilever Hrvatska d.o.o. HRK1.00 1 Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa Unilever Suchel, S.A. (60) USD1,000.00 56 Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion Industrial Zone – Nicosia Unilever Tseriotis Cyprus Limited (84) EUR1.00 1 Czech Republic – Voctářova 2497/18, 180 00 Praha 8 Unilever ČR, spol. s r.o. CZK210,000.00 1 Name of Undertaking Nominal Value Share Class Note UNILEVER RETAIL ČR, spol. s r.o. v likvidaci (in liquidation) CZK100,000.00 1 Denmark – Ørestads Boulevard 73, 2300 København S Unilever Danmark A/S DKK1,000.00 1 Denmark – Petersmindevej 30, 5000 Odense C Unilever Produktion ApS DKK100.00 1 Djibouti-Haramous, BP 169 Unilever Djibouti FZCO Limited USD200.00 1 Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo Domingo Unilever Caribe, S.A. DOP1,000.00 1 Ecuador – Km 25 Vía a Daule, Guayaquil Unilever Andina Ecuador S.A. USD1.00 1 Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th of October City, Giza Unilever Mashreq for Manufacturing and Trading (SAE) EGP10.00 1 Unilever Egypt for Shared Consultations Services EGP10.00 1 Egypt – Public Free Zone, Alexandria Unilever Mashreq International Company USD1,000.00 5 Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria Unilever Mashreq Trading LLC (in liquidation) EGP1000.00 5 Commercial United for Import and Export LLC EGP1000.00 1 Egypt – 15 Sphinx Square, El-Mohandsin, Giza Unilever Mashreq for Import and Export LLC EGP100.00 1 El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87 avenida norte, Colonia Escalón, San Salvador Unilever El Salvador, SCC S.A. de C.V. USD1.00 1 Unilever de Centro America S.A. de C.V. USD11.00 1 England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY Accantia Group Holdings (unlimited company) GBP0.01 1 Alberto-Culver (Europe) Limited GBP1.00 1 Alberto-Culver Group Limited GBP1.00 1 Alberto-Culver UK Holdings Limited GBP1.00 1 Alberto-Culver UK Products Limited GBP1.00 1 GBP5.00 14 Associated Enterprises Limited° GBP1.00 1 CPC (UK) Pension Trust Limited 16 GroNext Technologies Limited GBP1.00 1 Hourglass Cosmetics UK Limited GBP1.00 1 Margarine Union (1930) Limited° GBP1.00 1 GBP1.00 18 GBP1.00 68 GBP1.00 69 MBUK Trading Limited GBP1.00 1 Mixhold Investments Limited GBP1.00 1 ND4A Limited GBP1.00 1 TIGI Holdings Limited GBP1.00 1 Toni & Guy Products Limited° GBP0.001 1 UAC International Limited GBP1.00 1 UML Limited GBP1.00 1 Unidis Forty Nine Limited GBP1.00 1 Unilever AC Limited GBP1.00 1 Unilever Assam Estates Limited GBP1.00 1 Unilever Company for Industrial Development Limited GBP1.00 1 Unilever Company for Regional Marketing and Research Limited GBP1.00 1 Unilever Corporate Holdings Limited° GBP1.00 1 Unilever Employee Benefit Trustees Limited GBP1.00 1 Unilever Group Limited° GBP0.25 1 Unilever South India Estates Limited° GBP1.00 1 GBP1.00 15 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies 118 Unilever Annual Report and Accounts 2023
Unilever S.K. Holdings Limited GBP1.00 1 Unilever Overseas Holdings Limited° GBP1.00 1 Unilever Superannuation Trustees Limited GBP1.00 1 Unilever U.K. Central Resources Limited GBP1.00 1 Unilever U.K. Holdings Limited° GBP1.00 1 Unilever UK & CN Holdings Limited GBP1.00 2 GBP1.00 3 GBP10.00 24 Unilever UK Group Limited GBP1.00 2 GBP1.00 3 GBP1.00 21 Unilever US Investments Limited° GBP1.00 1 United Holdings Limited° GBP1.00 1 England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH BBG Investments (France) Limited (in liquidation) GBP1.00 1 Unilever Australia Investments Limited (in liquidation) GBP1.00 1 Unilever Australia Partnership Limited (in liquidation) GBP1.00 1 Unilever Australia Services Limited (in liquidation) GBP1.00 1 Unilever Innovations Limited (in liquidation) GBP0.10 1 England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, Dorking Road, Leatherhead, Surrey, KT22 8JB Dermalogica (UK) Limited GBP1.00 1 England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU Twenty Nine Capital Partners Limited Partnership ∞ (80) 4 Unilever Ventures III Limited Partnership ∞ (86.25) 4 England and Wales – Union House, 182-194 Union Street, London, SE1 0LH REN Skincare Limited GBP1.00 1 REN Limited GBP0.01 1 Murad Europe Limited GBP1.00 1 England and Wales – 3 St James Road, Kingston Upon Thames, Surrey, KT1 2BA Alberto-Culver Company (U.K.) Limited GBP1.00 1 Nature Delivered Limited GBP0.001 1 GBP0.001 79 GBP0.001 84 Marshfield Bakery Limited GBP0.01 1 TIGI International Limited GBP1.00 1 Unilever Pension Trust Limited GBP1.00 1 Unilever UK Limited GBP1.00 1 Unilever UK Pension Fund Trustees Limited GBP1.00 1 USF Nominees Limited GBP1.00 1 England and Wales – 1 More Place, London, SE1 2AF Accantia Health and Beauty Limited (in liquidation) GBP0.25 1 Unilever Bestfoods UK Limited (in liquidation) GBP1.00 1 England and Wales –C/O Tmf Group, 13th Floor, One Angel Court, London, EC2R 7HJ Twenty Nine Capital Partners (General Partner) Limited GBP1.00 1 Unilever Ventures Limited GBP1.00 1 Unilever Ventures General Partner Limited GBP1.00 1 England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD Unilever Global IP Limited° GBP1.00 1 England and Wales – Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL Paula`s Choice UK Limited GBP1.00 1 England and Wales – 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT Brand Evangelists for Beauty Limited∆ (80.30) GBP1.00 2 (100) GBP1.00 58 (100) GBP1.00 86 (66.47) GBP1.00 71 Name of Undertaking Nominal Value Share Class Note (82.92) GBP1.00 63 Estonia – Harju maakond, Tallinn, Haabersti linnaosa, Paldiski mnt 96, 13522 Unilever Eesti Aktsiaselts EUR6.30 1 Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa Unilever Manufacturing PLC ETB1,000.00 1 Finland – Post Box 254, 00101 Helsinki Unilever Finland Oy EUR16.82 1 Unilever Ingman Production Oy EUR1000.00 1 France – 20, rue des Deux Gares, 92500, Rueil-Malmaison Bestfoods France Industries S.A.S. (99.99) No Par Value 1 Cogesal-Miko S.A.S. (99.99) No Par Value 1 Fralib Sourcing Unit S.A.S. (99.99) No Par Value 1 Saphir S.A.S. (99.99) EUR1.00 1 Tigi Services France S.A.S. (99.99) No Par Value 1 U-Labs S.A.S. (99.99) No Par Value 1 Unilever France S.A.S. (99.99) No Par Value 1 Unilever France Holdings S.A.S. (99.99) EUR1.00 1 Unilever France HPC Industries S.A.S. (99.99) EUR1.00 1 Unilever Retail Operations France (99.99) No Par Value 1 France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny Amora Maille Societe Industrielle S.A.S. (99.99) No Par Value 1 France – 42, rue Jean de La Fontaine, Paris, 75016 Laboratoire Garancia EUR62.50 1 UPD EU EUR1.00 1 Germany – Wiesenstraße 21. 40549 Düsseldorf Dermalogica GmbH EUR25,000.00 1 Germany – Spitaler Straße 16, 20095 Hamburg ProCepta Service GmbH EUR28,340.00 1 EUR2.00 1 Germany – Neue Burg 1, 20457 Hamburg DU Gesellschaft für Arbeitnehmerüberlassung mbH (99.99) DEM50,000.00 1 Unilever Deutschland GmbH EUR90,000,000.00 1 EUR2,000,000.00 1 EUR1,000,000.00 1 EUR 100.000,00 1 Unilever Deutschland Holding GmbH EUR39,000.00 1 EUR18,000.00 1 EUR14,300.00 1 EUR5,200.00 1 EUR6,500.00 1 Unilever Deutschland Produktions GmbH & Co. OHG 4 Unilever Deutschland Produktions Verwaltungs GmbH EUR179,000.00 1 Unilever Deutschland Supply Chain Services GmbH EUR51,150.00 1 T2 Germany GmbH EUR1.00 1 Germany – Langnesestraße 1, 64646 Heppenheim Maizena Grundstücksverwaltung Gesellschaft mit beschränkter Haftung & Co. offene Handelsgesellschaft 4 Rizofoor Gesellschaft mit beschränkter Haftung EUR15,350.00 1 EUR138,150.00 1 Schafft GmbH EUR63,920.00 1 EUR100,000.00 1 Germany – Rotebühlplatz 21, 70178 Stuttgart TIGI Eurologistic GmbH EUR100.00 1 EUR24,900.00 1 TIGI Haircare GmbH EUR25,600.00 1 Germany – Wiesenstr. 21, 40549 Düsseldorf Murad GmbH EUR1.00 1 Ren GmbH EUR1.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 119
Germany – Zehdenicker Str. 110119, Berlin Paula’s Choice Germany GmbH 4 Ghana – Swanmill, Kwame Nkrumah Avenue, Accra Millers Swanzy (Ghana) Limited (74.50) GHC1.00 1 Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Unilever Ghana PLC (74.50) GHC0.0192 1 Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia Elais Unilever Hellas SA EUR10.00 1 Unilever Knorr SA EUR10.00 1 Unilever Logistics SA EUR10.00 1 Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre Norte Ed. Interamericas World Financial Center Unilever de Centroamerica S.A. GT60.00 1 Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville Les Condiments Alimentaires, S.A. (61) HTG1000.00 1 Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C. Unilever de Centroamerica S.A. HNL10.00 1 Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai Blueair Asia Limited HKD0.10 1 Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate Unilever Hong Kong Limited No Par Value 1 Hong Kong-Suite 907, 9/F, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui, Kowloon Hourglass Cosmetics Hong Kong Limited HKD1.00 1 Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Admiralty Hong Kong CarverKorea Limited HKD1.00 7 Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay UPD Hong Kong Limited HKD100.00 1 Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay Go-Uni Limited (67) USD14.376.000 1 Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty Paula's Choice Hong Kong Limited HKD1.00 1 Paula's Choice Hong Kong Distribution Services Limited HKD1,000.00 1 Hungary – 1138-Budapest, Váci út 121-127. Unilever Magyarország Kft HUF1.00 1 India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099 Daverashola Estates Private Limited (61.90) INR10.00 1 Hindlever Trust Limited (61.90) INR10.00 1 Hindustan Unilever Limited° (61.90) INR1.00 1 Jamnagar Properties Private Limited (61.90) INR10.00 1 Lakme Lever Private Limited (61.90) INR10.00 1 Levers Associated Trust Limited (61.90) INR10.00 1 Levindra Trust Limited (61.90) INR10.00 1 Pond’s Exports Limited (61.90) INR1.00 1 Unilever India Limited (61.90) INR1.00 1 Unilever India Exports Limited (61.90) INR10.00 1 Unilever Industries Private Limited° INR10.00 1 Unilever Ventures India Advisory Private Limited INR1.00 1 India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi Blueair India Private Limited INR10. 00 1 India – C/o.Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel, Mumbai, Maharashtra, 400012 Jech India Private Limited INR10. 00 1 Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, 15345 PT Unilever Indonesia Tbk (84.99) IDR2.00 1 PT Unilever Enterprises Indonesia (99.99) IDR1,000.00 1 PT Unilever Trading Indonesia IDR1,003,875.00 1 Indonesia – Gedung Pasaraya Blok M Gedung B Lantai 6 dan 7 Jalan Iskandarsyah II no. 2, DKI Jakarta Name of Undertaking Nominal Value Share Class Note PT Gerai Cepat Untung (88.19) IDR100,000.00 1 Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas, Kabupaten Simalungun 21183, Sumatera Utara PT Unilever Oleochemical Indonesia IDR1,000,000.00 1 Iran – No 23, Corner of 33rd Street, Zagros Street, Argentina Square, Tehran Unilever Iran (Private Joint Stock Company) (99.99) IRR1,000,000.00 1 Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus, Dublin 24 Lipton Soft Drinks (Ireland) Limited EUR1.26 1 Unilever Ireland (Holdings) Limited EUR1.26 1 Unilever Ireland Limited EUR1.26 1 Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL Rational International Enterprises Limited USD1.00 1 Israel – 3 Gilboa St., Airport City, Ben Gurion Airport Beigel & Beigel Mazon (1985) Limited ILS1.00 1 Israel – 52 Julius Simon Street, Haifa, 3296279 Bestfoods TAMI Holdings Ltd ILS0.001 1 Israel Vegetable Oil Company Ltd ILS0.0001 1 Unilever Israel Foods Ltd ILS0.10 35 ILS0.10 79 ILS0.10 17 ILS0.0002 25 Unilever Israel Home and Personal Care Limited ILS1.00 1 Unilever Israel Marketing Ltd ILS0.0001 1 Unilever Shefa Israel Ltd ILS1.00 1 Israel – Haharoshet 1, PO Box 2288, Akko, 2451704 Glidat Strauss Limited ILS1.00 30 ILS1.00 1 ILS1.00 31 Italy – Piazza Paleocapa 1/D, 10100, Torino Gromart S.R.L. EUR1,815,800.00 1 Italy – Viale Sarca 235, 20126 Milan Unilever Italia Administrative Services S.R.L. EUR70,000.00 1 Italy – Via Paolo di Dono 3/A 00142 Roma Unilever Italia Logistics S.R.L. EUR600,000.00 1 Unilever Italia Manufacturing S.R.L. EUR10,000,000.00 1 Unilever Italia Mkt Operations S.R.L. EUR25,000,000.00 1 Unilever Italy Holdings S.R.L. EUR1,000.00 1 Italy – Via Plava, 74 10135 Torino Equilibra S.R.L. (75) EUR1.00 1 Armores Srl (75) EUR1.00 1 Syrio Srl (75) EUR100,000 1 Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 – Milano UPD Italia S.r.l. EUR10,000.00 1 Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 Unilever Japan Customer Marketing K.K. JPY100,000,001.00 1 Unilever Japan Holdings G.K. JPY10,000,000.00 1 Unilever Japan K.K. JPY100,000,001.00 1 Unilever Japan Service K.K. JPY50,000,000.00 1 Rafra Japan K.K. JPY20,000,000.00 7 Japan – Ark Hills Sengokuyama Mori Tower 28F, 1-9-10 Roppongi, Minato-ku, Tokyo UPD Japan K.K. JPY 50,000.00 1 Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT Unilever Chile Investments Limited GBP1.00 1 Jordan – Ground floor- Office No.1, GH24 Building, Business Park, Development Zone, Amman Unilever Jordan for Marketing Services JOD1000.00 1 Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty Unilever Kazakhstan LLP 4 Kenya – Commercial Street, Industrial Area, PO Box 30062-00100, Nairobi Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies 120 Unilever Annual Report and Accounts 2023
Unilever Kenya Limited° KES20.00 1 Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul Unilever Korea Chusik Hoesa KRW10,000.00 1 Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul CARVERKOREA Co., Limited (97.47) KRW500.00 7 Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul Paula's Choice Korea, Limited KRW1.00 1 Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Thong Village, Sisattanak District, Vientiane Capital Unilever Services (Lao) Sole Co. Limited LAK80,000.00 1 Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010 Unilever Baltic LLC EUR1.00 1 Lebanon – Sin El Fil, Dolphin Building, 3rd Floor, Beirut Unilever Levant s.a.r.l. LBP1,000,000.00 1 Lithuania – Skuodo st. 28, Mazeikiai, LT-89100 UAB Unilever Lietuva distribucija EUR3,620.25 1 UAB Unilever Lietuva ledu gamyba EUR3,620.25 1 Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi Unilever South East Africa (Private) Limited MWK2.00 1 Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Wilayah Persekutuan Paula's Choice Malaysia SEA Sdn. Bhd. No Par Value 1 Unilever (Malaysia) Holdings Sdn. Bhd. No Par Value 1 Unilever (Malaysia) Services Sdn. Bhd. No Par Value 1 Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán, Estado de México Unilever de Mexico S. de R.L. de C.V. 4 Unilever Holding Mexico S.de R.L. de C.V. 4 Unilever Manufacturera S.de R.L. de C.V. 4 Unilever Real Estate Mexico S.de R.L. de C.V. 4 Mexico – Fraccionamiento Parque Industrial Nexictoxus ADN2, Salinas Victoria, Nuevo Leon, 65559 Unilever NA Sourcing West S. de R.L. de C.V. 4 Moldova – 6A Uzinelor Street, Kishinev, MD -2023 Betty Ice Moldova S.R.L. MDL7,809,036.00 1 Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca Unilever Maghreb S.A. MAD100.00 1 Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo Unilever Mocambique Limitada USD0.01 1 Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411 Unilever (Myanmar) Limited MMK11,129,679,6 00.00 1 Unilever (Myanmar) Services Limited MMK2,000,000.00 1 Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial Zone 3, Hlaing Thar Yar Township, Yangon, 11401. Unilever EAC Myanmar Company Limited (60) MMK500,000,000, 000. 00 1 Nepal –Hetauda-3, Basamadi Makawnapur Unilever Nepal Limited (49.52) NPR100.00 1 Netherlands – Weena 455, 3013 AL Rotterdam Alberto-Culver Netherlands B.V. EUR1.00 2 EUR1.00 3 Argentina Investments B.V. EUR454.00 1 BFO Holdings B.V. EUR1.00 1 Brazinvest B.V. EUR1.00 1 Chico-invest B.V. EUR455.00 1 Doma B.V. NLG1,000.00 1 Handelmaatschappij Noorda B.V. NLG1,000.00 1 Hourglass Cosmetics Europe B.V. EUR1.00 1 Unilever Foods & Refreshments Global B.V. EUR453.78 1 Itaho B.V. EUR1.00 1 Lipoma B.V. NLG1,000.00 1 Name of Undertaking Nominal Value Share Class Note Marga B.V. EUR1.00 1 Mavibel (Maatschappij voor Internationale Beleggingen) B.V. EUR1.00 1 Mexinvest B.V. EUR1.00 1 Mixhold B.V.° EUR1.00 2 EUR1.00 3 EUR1.00 26 N.V. Elma NLG1,000.00 1 NLG1,000.00 27 New Asia B.V. EUR1.00 1 Nommexar B.V. EUR1.00 1 Ortiz Finance B.V. NLG100.00 1 Pabulum B.V. NLG1,000.00 1 Rizofoor B.V. NLG1,000.00 1 Rolf von den Baumen’s Vetsmelterij B.V. EUR454.00 1 Rolon B.V. NLG1,000.00 1 Saponia B.V. NLG1,000.00 1 ThaiB1 B.V. NLG1,000.00 1 ThaiB2 B.V. NLG1,000.00 1 Unilever Administration Centre B.V. EUR1.00 1 Unilever Alser B.V. EUR1.00 1 Unilever Berran B.V. EUR1.00 1 Unilever Canada Investments B.V. EUR1.00 1 Unilever Caribbean Holdings B.V. EUR1,800.00 1 Unilever Employment Services B.V. NLG1,000.00 1 Unilever Europe B.V. EUR1.00 1 Unilever Europe Business Center B.V. EUR454.00 1 Unilever Finance International B.V. EUR1.00 1 Unilever Finance Netherlands B.V.o EUR1.00 1 FoodServiceHub B.V. EUR1.00 1 Unilever Global Services B.V. EUR1.00 1 Unilever Holdings B.V. EUR454.00 1 Unilever IP Holdings B.V. EUR1.00 1 Unilever Indonesia Holding B.V. EUR1.00 1 Unilever Insurances N.V. EUR454.00 1 Unilever International Holdings B.V.° EUR1.00 1 Unilever Netherlands Retail Operations B.V. EUR1.00 1 Unilever Nederland Holdings B.V. EUR454.00 1 Unilever Nederland Services B.V. EUR460.00 1 Unilever PL Netherlands B.V. EUR1.00 1 Unilever Turkey Holdings B.V. EUR1.00 1 Unilever US Investments B.V.° EUR1.00 1 Unilever Ventures Holdings B.V. EUR453.79 1 Univest Company B.V. EUR1.00 1 UNUS Holding B.V. EUR0.10 2 EUR0.10 3 Non-voting† Verenigde Zeepfabrieken B.V. NLG1,000.00 1 Wemado B.V. NLG1,000.00 1 Netherlands – Hofplein 19 3032 AC Rotterdam Unilever Nederland B.V. EUR454.00 1 Netherlands – Valkweg 2 7447JL Hellendoorn Ben en Jerry’s Hellendoorn B.V. EUR453.78 1 Netherlands – Markhek 5, 4824 AV Breda De Korte Weg B.V. EUR1.00 1 EUR1.00 26 Non-voting† Netherlands – Bronland 14, 6708 WH Wageningen Unilever Innovation Centre Wageningen B.V. EUR460.00 1 Netherlands – Grote Koppel 7, 3813 AA Amersfoort Paula's Choice Europe B.V. EUR1.00 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 121
Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY (Registered Seat: Rotterdam) Unilever Overseas Holdings B.V. NLG1,000.00 1 New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 Ben & Jerry’s Franchising New Zealand Limited No Par Value 1 Unilever New Zealand Limited NZD2.00 1 Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300 Mts Norte, Managua Unilever de Centroamerica S.A. NIC50.00 1 Niger – BP 10272 Niamey Unilever Niger S.A. (88.42) XOF10,000.00 1 Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos Unilever Nigeria Plc (76.41) NGN0.50 1 West Africa Popular Foods Nigeria Limited (51) NGN1.00 1 Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu Unilever Norge AS NOK100.00 1 Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530 Unilever Pakistan Foods Limited (76.57) PKR10.00 1 Unilever Pakistan Limited (99.29) PKR50.00 1 (71.78) PKR100.00 14 Delivery Hub (Private) Limited (64.13) (in liquidation) PKR10.00 1 Palestine – Ersal St. Awad Center, PO Box 3801, Al-Beireh, Ramallah Unilever Market Development Company (in liquidation) JOD1.00 1 Palestine – Jamil Center, Al-Beireh, Ramallah Unilever Agencies Limited (99) (in liquidation) JOD1.00 1 Panama –PH Dream Plaza, piso 10 y 13, Provincia de Panamá, corregimiento de Parque Lefevre, Costa del Este Unilever Regional Services Panama S.A. USD1.00 1 Panama – Santa María Business District, Torre Argos, Piso 6, Distrito de Juan Diaz, Provincia de Panamá Unilever de Centroamerica S.A. No Par Value 1 Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio Aymac II, Asunción Unilever de Paraguay S.A. PYG1,000,000.00 1 Peru – Av. Paseo de la Republica, 5895 OF. 402, Miraflores, Lima 18 Unilever Andina Perú S.A. PEN1.00 1 Philippines – Linares Road, Gateway Business Park, General Trias, Cavite Metrolab Industries, Inc. PHP1.00 7 PHP10.00 22 Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner 2nd Avenue, Bonifacio Global City, Taguig City Unilever Global Services, Inc. PHP10.00 7 Unilever Philippines, Inc. PHP50.00 7 Philippines – 11th Avenue, Corner 39th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Manila Universal Philippines Body Care, Inc. PHP100.00 7 Philippines – Manggahan Light Industrial Park, A. Rodriguez Avenue, Bo. Manggahan, Pasig City Unilever RFM Ice Cream, Inc. (50) PHP1.00 29 PHP1.00 103 Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City, Barangay Fort Bonifacio, Taguig 1634, Metro Manila Gronext Technologies Phils., Inc. PHP1.00 7 Poland – Jerozolimskie 134, 02-305, Warszawa Unilever Polska Sp. z o.o. PLN50.00 1 Unilever Poland Services Sp. z o.o. PLN50.00 1 Unilever Polska S.A. PLN10.00 1 Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan Unilever de Puerto Rico, Inc° USD100.00 1 Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO BOX 49 Unilever Qatar LLC QAR1,000.00 1 Romania – Ploiesti, 291 Republicii Avenue, Prahova County Unilever Romania S.A. (99.93) ROL0.10 1 Name of Undertaking Nominal Value Share Class Note Unilever South Central Europe S.A. ROL260.50 1 Romania – 121 Cernăuţi Street, Suceava 720089 Betty Ice SRL RON10.00 1 Romania – Bvd. Republicii 291 camera 15 corp C6 Betty Ice Distributie SRL RON10.00 1 Romania – 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd District, Bucuresti Good People SA (75) RON10.00 1 Russia – 644031, 205, 10 let Oktyabrya, Omsk Inmarko-Trade LLC RUB 1,000,000.00 13 Russia – 123022, Floor 7, Premise 19, Room 36, 13, Sergeya Makeeva Street, Moscow Unilever Rus LLC RUB 28,847,390, 269.19 13 Russia – Tula region, Leninsky district, Ilyinskoye rural settlement, Varvarovka village, Varvarovsky pass, Building 15-F, Room 406, Floor 3 Gourmand LLC RUB10,000.00 4 Russia – St. Petersburg, 1 Progonnaya St., Building 1, Literature A, Room 2-H, Floor 1, Office 114 Resheniya dlia Budushego LLC RUB10,000.00 13 Rwanda – Sanlam Towers, PO Box 973, Kigali Unilever Rwanda Limited RWF 1,000 1 Saudi Arabia – PO Box 5694, Jeddah 21432 Binzagr Unilever LimitedX (49) SAR1,000.00 1 Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3 8BP Twenty Nine Capital Partners (SLP) Limited Partnership∞ 4 Unilever Ventures (SLP) General Partner Limited GBP1.00 1 Unilever Ventures III (SLP) Limited Partnership∞ (14.098) 4 Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd Unilever Beograd d.o.o. 13 Singapore – 18 Nepal Park, 139407 Unilever Asia Private Limited No Par Value 1 Unilever Singapore Pte. Limited No Par Value 1 UPD Singapore Pte. Limited SGD1.00 1 Gronext Technologies Pte. Ltd. No Par Value 1 Singapore – 201 Henderson Road, #07-25, Apex @ Henderson, 159545 Paula's Choice Singapore, SEA Pte. Ltd. SGD1.00 1 Slovakia – Karadzicova 10, 821 08 Bratislava Unilever Slovensko, spol. s. r.o. EUR1.00 1 South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office Estate, La Lucia, 4051 Unilever Market Development (Pty) Limited ZAR1.00 1 Unilever South Africa (Pty) Limited ZAR2.00 1 Unilever South Africa Holdings (Pty) Limited ZAR1.00 1 ZAR1.00 2 ZAR1.00 3 South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road Sandton, 2196 Aconcagua 14 Investments (RF) (Pty) Limited ZAR1.00 1 South Africa – Oakhurst Office Park, 11-13 St Andrews Road, Parktown, Johannesburg 2193 Dermalogica South Africa (Pty) Limited (60) No Par Value 1 Spain – C/ Tecnología 19, 08840 Viladecans Unilever Espana S.A. EUR48.00 1 Spain – C/ Felipe del Río, 14 – 48940 Leioa Unilever Foods Industrial Espana, S.L.U. EUR600.00 1 Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14 Unilever Merchandising Private Limited No Par Value 1 Ceytea (Private) Limited No Par Value 1 Lever Brothers (Exports and Marketing) (Private) Limited° No Par Value 1 Maddema Trading Company (Private) Limited No Par Value 1 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies 122 Unilever Annual Report and Accounts 2023
Premium Exports Ceylon (Private) Limited No Par Value 1 R.O. Mennell & Co. (Ceylon) (Private) Limited No Par Value 1 Unilever Ceylon Services (Private) Limited No Par Value 1 Unilever Lanka Consumer Limited No Par Value 1 Unilever Sri Lanka Limited° No Par Value 1 Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori Unilever Sudanese Investment Company SDG10,000.00 1 Sweden – Box 1056, Svetsarvägen 15, 171 22, Solna Stockholm Alberto Culver AB SEK100.00 1 Unilever Holding AB SEK100.00 1 Unilever Produktion AB SEK50.00 1 Unilever Sverige AB SEK100.00 1 Sweden – Karlavagen 108, 115 26 Stockholm Blueair AB SEK100.00 1 Sweden – Karlavagen 108, 115 26, Stockholm Jonborsten AB SEK1000.00 1 Sweden – Nordenskioldgatan 19, 413 09 Goteborg Nature Delivered Sweden AB SEK1.00 1 Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen Knorr-Nährmittel Aktiengesellschaft CHF1,000.00 1 Unilever Schweiz GmbH CHF100,000.00 1 Switzerland – Spitalstrasse 5, 8200, Schaffhausen Helmsman Capital AG CHF1,000.00 1 Unilever Supply Chain Company AG CHF1,000.00 1 Unilever ASCC AG CHF1,000.00 1 Unilever Finance International AG CHF1,000.00 1 Unilever Business and Marketing Support AG CHF1,000.00 1 Unilever Overseas Holdings AG CHF1,000.00 1 Unilever Schaffhausen Service AG CHF1,000.00 1 Unilever Swiss Holdings AG CHF1,000.00 1 Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen Oswald Nahrungsmittel GmbH CHF800,000.00 1 Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City Unilever Taiwan Limited (99.92) TWD10.00 1 Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua County 50062, Taiwan (R.O.C.) Paula's Choice Taiwan Co., Limited NTD27.000 1 Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, PO Box 40383 Unilever Tanzania Limited TZS20.00 1 Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310 Unilever Thai Holdings Limited THB100.00 1 Unilever Thai Trading Limited THB100.00 1 Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330 UPD (Thailand) Co. Limited THB100.00 1 Thailand– 21/39 Soi Lardprao 15, Jompol Sub-district, Jatujak District, Bangkok Gronext Technologies (Thailand) Limited THB100.00 1 Trinidad & Tobago – Eastern Main Road, Champs Fleurs Unilever Caribbean Limited (50.01) TTD1.00 1 Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis Unilever Tunisia S.A. (99.78) TND6.00 1 Unilever Maghreb Export S.A. (99.76) TND5.00 1 Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014 UTIC Distribution S.A. (99.78) TND10.00 1 Turkey – Saray Mahallesi, Dr. Adnan Büyükdeniz Cad., No.13, 34768 Ümraniye – İstanbul Unilever Gida Sanayi ve Ticaret AŞo (99.98) TRY0.01 1 Unilever Sanayi Ve Ticaret Türk AŞo (99.98) TRY0.01 1 Besan Besin Sanayi ve Ticaret AŞ (99.99) TRY0.01 1 Unilever Hizli Tuketim Urunleri Satis Pazarlama ve Ticaret Anonim Sirketi (99.99) TRY1.00 1 Name of Undertaking Nominal Value Share Class Note Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, PO Box 3515, Kampala Unilever Uganda Limited UGX20.00 1 Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv Unilever Ukraine LLC UAH 1,151,329,851 13 United Arab Emirates – PO Box 17053, Jebel Ali, Dubai Severn Gulf FZCOX (50) AED100,000.00 1 Unilever Gulf FZE AED1,000,000.00 1 United Arab Emirates – Office No. 901 owned by Easa Saleh AlGurg LLC- Deira- Riqqa AlBateeen Unilever Binzagr Gulf General Trading LLCX (50) AED1,000.00 1 Unilever General Trading LLC AED1,000.00 1 United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib 2 Unilever Home & Personal Care Products Manufacturing LLCX (49) AED1,000.00 1 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Alberto-Culver Company No Par Value 1 Alberto-Culver International, Inc. USD1.00 1 Alberto-Culver USA, Inc. No Par Value 1 BC Cadence Holdings, Inc. USD0.01 1 Ben & Jerry’s Gift Card, LLC 13 Conopco, Inc. USD1.00 7 Kate Somerville Holdings, LLC 13 Kate Somerville Skincare LLC 13 Kensington & Sons, LLC No Par Value 13 Kirei Intermediate Holdings, LLC 13 Living Proof, Inc. USD0.01 7 Pantresse, Inc. USD120.00 1 Skin Health Experts, LLC 13 St. Ives Laboratories, Inc. USD0.01 1 The Laundress, LLC 13 TIGI Linea Corp No Par Value 1 Unilever Bestfoods (Holdings) LLC 13 Unilever Capital Corporation USD1.00 1 Unilever North America Supply Chain Company, LLC 13 Unilever United States, Inc. USD0.3333 7 USD73.50 22 Unilever Ventures Advisory LLC 13 US Health & Wellbeing LLC No Par Value 13 Yasso, Inc. USD0.01 7 United States – 1535 Beachey Pl Carson, CA 90746 Dermalogica, LLC 13 United States – 2121 Park Place, First Floor El Segundo, CA 90245 Murad LLC 13 United States – 1090 King Georges Post Road, Suite 505 Edison, NJ 08837 REN USA Inc. No Par Value 7 United States – 125 S Clark, Suite 2000, Chicago, IL 60603 Blueair Inc. No Par Value 1 United States – 2816 S. Kilbourne Avenue, Chicago IL 60624 Unilever Illinois Manufacturing, LLC 13 United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109 Unilever Manufacturing (US), Inc. No Par Value 7 United States – 40 Merritt Boulevard, Trumbull, CT 06611 Unilever Trumbull Holdings, Inc. USD1.00 7 Unilever Trumbull Research Services, Inc. USD1.00 1 United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 Seventh Generation Canada, Inc. No Par Value 7 Seventh Generation, Inc. USD0.001 7 United States – 2711 Centerville Road, Suite 400, Wilmington, DE 19808 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 123
Paula's Choice, Inc. USD0.001 7 United States – 705 5th Avenue South, Suite 200, Seattle, WA 98104 Paula's Choice, LLC 13 United States – CTC 1209 Orange Street Wilmington, DE19801 Nirvana Holdco LLC (80) 7 Nirvana Intermediate LLC (80) 7 Nutraceutical Wellness, Inc. (80) 7 The Uncovery, LLC 13 Yasso Holdings, Inc. 7 United States – 3770-1/2 Selby Avenue, Los Angeles, CA 90034 Kingdom Animalia, LLC 13 United States – 11 Ranick Drive South, Amityville, NY 11701 Sundial Brands, LLC 13 Madam C.J. Walker Enterprises, LLC 13 Nyakio, LLC 13 United States – 415 Jackson St., Floor 2, San Francisco, CA 94111 Olly Public Benefit Corporation USD0.00001 7 United States – 208 Utah Street, Suite 300, San Francisco, CA, 94103 Tatcha, LLC 4 United States – 777 S Aviation Blvd, El Segundo, CA 90245 The LIV Group, Inc. No Par Value 13 United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292 SmartyPants, Inc. USD0.00001 7 United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129 Welly Health PBC (51) USD0.00001 7 USD0.00001 22 United States – 30 Community Drive, South Burlington, Vermont 05403 Ben & Jerry’s Franchising, Inc. USD1.00 7 Ben & Jerry’s Homemade, Inc. USD1.00 7 United States – 1675 South Street, Suite B, City of Dover, DE 19901 Onnit Labs, Inc. USD0.0001 7 United States – 8 The Green STE R, City of Dover, Kent County, Delaware, 19901 Brand Evangelists for Beauty Inc.∆ (68.03) USD 0.01 23 United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County Cocotier, Inc. USD0.001 7 Uruguay – Camino Carrasco 5975, Montevideo Unilever Uruguay SCC S.A. UYU1.00 1 Uruguay – Luis Bonavita 1294, Montevideo Unilever America Latina S.A. UYU1.00 1 Venezuela – Torre BOD, Piso 15, La Castellana, Caracas, Bolivarian Republic of Venezuela Unilever Andina Venezuela S.A. Bs0.000001 1 Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi District, Ho Chi Minh City Unilever Vietnam International Company Limited VND863,104,820,0 00.00 13 Vietnam – No.156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi Minh City Unicorn Market Place Vietnam Company Limited VND207,819,496,3 11 13 Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show Grounds, Lusaka Unilever South East Africa Zambia Limited ZMK2.00 34 ZMK2.00 1 Zambia – Ellis & Co, Lusaka, Lusaka Province Chesebrough-Ponds (Private) Limited 1 Zimbabwe – 2 Stirling Road, Workington, Harare Unilever – Zimbabwe (Pvt) Limited∆ ZWD0.002 1 SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep 04792-000, Sao Paulo Unileverprev Sociedade De Previdencia Privada No Par Value 13 Name of Undertaking Nominal Value Share Class Note Canada – 100 King Street West, 1 First Canadian Place, Suite 1600, Toronto ON M5X 1G5 UPD Canada Inc. No Par Value 7 Egypt – Borg El-Arab, Alexandria Fine Foods Egypt SAE (in liquidation) EGP10.00 1 Egypt – Shooting Club, Dokki, Giza United Beverages (in liquidation) EGP10.00 1 England and Wales – 1 More London Place, London, SE1 2AF Unidis Twenty Six Limited (in liquidation) GBP1.00 1 Unidis Sixty Four Limited (in liquidation) GBP1.00 1 Lever Brothers Port Sunlight Limited (in liquidation) GBP1.00 1 England-Wales – C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH TIGI Limited (in liquidation) GBP1.00 1 England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY Elida Beauty Limited GBP1.00 1 France – 20, rue des Deux Gares, 92500, Rueil-Malmaison Elida Beauty France S.A.S. (99.99) EUR1.00 1 Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Unilever Oleo Ghana Limited GHC2.250 1 Unilever Ghana Investments Limited (74.50) GHC10.00 1 Haiti – Port-au-Prince Unilever Haiti S.A. HTG500,000 56 India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099 Hindustan Unilever Foundation (61.90) INR10.00 1 Ireland – Unit 50, The Swan Shopping Centre, Rathmines Road Lower, Dublin 6, D06 V9K5 Demalogica (Skin Care) Ireland Limited EUR1.00 1 Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine Unilever Jamaica Limited JMD1.00 1 Kenya – Commercial Street, PO Box 40592-00100, Nairobi Union East African Trust Limited KES20.00 1 Myanmar – Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe Gon Daing (West) Ward, Bahan Township, Yangon, Myanmar 11201 Lever Brothers (Burma) Limited MMK0.5 1 United States – CTC 1209 Orange Street, Wilmington, DE19801 Elida Beauty US Corp USD1.00 1 Elida Beauty US (IP) LLC 13 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Unilever AC Canada Holding, Inc. USD10.00 1 Unilever United States Foundation, Inc. 13 Alberto-Culver (P.R.), Inc. (in liquidation) No Par Value 1 Chesebrough-Pond’s Manufacturing Company (in liquidation) No Par Value 1 ASSOCIATED UNDERTAKINGS Australia – Level 1, 569 Church Street, Richmond, VIC, 3121 SNDR PTY LTD∆◊ (72.98) No Par Value 58 Australia – Floor 1, 101 Moray Street, South Melbourne, 3205 Straand Pty Ltd∆◊ (100) No Par Value 107 (12.05) No Par Value 109 Bahrain – Shop 61 – Building 866 – Road 3618 – Block 436 Alseef Manama Unilever Bahrain Co. W.L.L. (49) BHD50.00 1 Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, Itaim Bibi, CEP 0471/001-00, City of São Paulo, State of São Paulo Gallo Brasil Distribuição e comércio Limitada (55) BRL1.00 5 Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia Canada V7M 3K9 A&W Root Beer Beverages Canada Inc.◊ (40) No Par Value 38 Canada – 229 Amesbury Gate, Bedford, Nova Scotia, B4B 0R8 The 7 Virtues Beauty Inc.∆◊ (64.29) 58 Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies 124 Unilever Annual Report and Accounts 2023
Dollar Shave Club Canada, Inc. (35) CAD0.01 7 Cyprus – 2 Marcou Dracou Street, Engomi Industrial Estate, 2409 Nicosia Unilever PMT Limited∆ (49) EUR1.71 3 England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY Dollar Shave Club Limited (35) GBP1.00 1 Uflexreward Holdings LimitedΔ (99.64) GBP0.001 1 Uflexreward LimitedΔ (99.64) GBP0.001 35 England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way, London, W14 0EE SCA Investments Holdings Limited∆◊ (15.61) GBP0.001 40 (25.19) GBP0.001 41 (3.63) GBP0.001 42 (5.31) GBP0.001 112 England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD Trinny London Limited∆◊ (54.88) GBP0.01 43 (32.32) GBP0.01 77 England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA P2i Limited∆◊ (12.89) GBP0.000001 1 (5.44) GBP0.000001 44 (5.44) GBP0.000001 46 (4.20) GBP0.000001 52 (4.20) GBP0.000001 50 (2.44) GBP0.000001 102 (50) GBP1.0000 80 England and Wales – Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS Clean Beauty Co Ltd∆◊ (69.76) GBP0.0001 97 (26.72) GBP0.0001 58 England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry Road East, Bebington, Wirral, CH63 3JW Penhros Bio Limited◊ (32) GBP1.00 1 England and Wales- C/O Bcs Windsor House, Station Court, Station Road, Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE VHSquared Limited◊ (in liquidation) (39.47) GBP0.01 1 (1.79) GBP0.01 44 (17.86) GBP0.01 101 France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay Pegase S.A.S. (25) EUR5,000.00 1 France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison Relais D’or Centrale S.A.S. (49.99) No Par Value 1 Germany – Beerbachstraße 19, 91183 Abenberg Hans Henglein & Sohn GmbH◊ (50) EUR100,000.00 1 Henglein & Co. Handels-und Beteiligungs GmbH & Co. KG◊ (50) 4 Henglein Geschäftsführungs GmbH◊ (50) DEM50,000.00 1 Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) 4 Henglein NRW GmbH◊ (50) DEM250,000.00 1 Germany – Lauchaer Straße 1, 06647 An der Poststraße OT Klosterhaeseler Henglein GmbH & Co. KG◊ (50) DEM50,000.00 1 Germany – Neue Burg 1, 20457 Hamburg Dollar Shave Club GmbH (in liquidation)(35) EUR25,000.00 1 India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina, Bandra Kurla, Santacruz East Mumbai, Mumbai 400098 Peel-Works Private Limited∆◊ (48.15) INR30.00 63 (16.67) INR30.00 70 (14.65) INR30.00 32 India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane. MH 400607 Pureplay Skin Sciences (India) Private Limited∆◊ (0.1) INR10.00 75 (100) INR100.00 73 (100) INR100.00 64 Name of Undertaking Nominal Value Share Class Note (6.54) INR100.00 65 (8.75) INR100.00 106 India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi, DL 110065 Convosight Analytics Private Limited∆◊ (3.08) INR1.00 75 (7.41) INR1.00 99 (12.73) INR 10.00 117 (11.15) INR 10.00 116 India – Plot no. F-2109, RIICO Industrial Area, Ramchandra Pura, (Sitapura Extension) Jaipur, Rajasthan 303905 Uprising Science Private Limited∆◊ (2.50) INR10.00 75 (27.27) INR100.00 117 India –Plot No. D 5, Road No. 20, Marol MIDC, Andheri East, Mumbai City MH 400093 Scentials Beautycare & Wellness Ltd∆◊ (63.43) 73 (0.10) 75 India – 15 Ambika Nagar, Sector 4, Hiran Magri, Udaipur, Rajasthan, 313002 Derma Goodness Private Limited∆◊ (0.2) 75 (97.93) 110 India- Z -44, Panchasayar P -210-4-1, Panchasayar Kolkata WB 700094 Wellness Ville Private Limited∆◊ (0.01) 75 (92.11) 118 India – 28 B.T. Road, Cossipore Chiria, More Kolkata, WB 700002 Rabiko Lifestyle Private Limited ∆◊ (0.02) 75 (100.00) 114 India – A-2004, Floor-20, Plot-141, Phoenix Tower-A, S.B. Marg, Delisle Road, Lower Parel West, Mumbai, 400013 Nutritionalab Private Limited (13.31) INR10.00 1 India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002 Zywie Ventures Private Limited (33.02) INR10.00 1 Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat 11630, Provinsi Daerah Khusus Ibukota PT Anugrah Mutu Bersama◊ (40) IDR1,000,000.00 1 Iran – Second floor, No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran Unilever-Golestan Foods (Private Joint Stock Company)(51) IRR1,000,000.00 1 Ireland – 70 Sir John Rogersons Quay, Dublin 2 Pepsi Lipton International Limited∆ EUR1.00 52 EUR1.00 53 EUR1.00 54 EUR1.00 55 Israel – Kochav Yokneam Building, 4th Floor, PO Box 14, Yokneam Illit 20692 IB Ventures Limited∆ (99.74) ILS1.00 14 Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance: PO Box 787, Beit Shean, 1171601 Dollar Shave Club Israel Limited (35) NIS0.10 1 Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE) P2P S.r.l (50) EUR1.00 1 Luxembourg – 5 Heienhaff, L-1736 Senningerberg Helpling Group Holding S.à r.l.∆◊ (98.57) EUR1.00 60 (2.34) EUR1.00 33 Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street, Cyber City, Ebene 72201 Capvent Asia Consumer Fund Limited∆ (40.40) USD0.01 78 Oman – PO Box 1711, Ruwi, Postal code 112 Towell Unilever LLC (49) OMR10.00 1 Philippines –11th Avenue Corner, 38th Street, Bonifacio Triangle, Bonifacio Global City, Taguig City, Metro Manila Sto Tomas Paco Land Corp∆◊ (40) PHP1.00 7 (40) PHP10.00 46 (40) PHP20.00 44 Cavite Horizons Land, Inc.◊ (35.10) PHP1.00 103 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 125
PHP10,000.00 46 Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo. Manggahan, Pasig City WS Holdings Inc.∆◊ PHP1.00 29 PHP1.00 103 Selecta Walls Land Corp∆◊ PHP10.00 29 Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa Fima Ola – Produtos Alimentares, S.A. (55) EUR4,125,000 1 Gallo Worldwide, Limitada (55) EUR550,000 5 Grop – Gelado Retail Operation Portugal, Unipessoal, Limitada (55) EUR27,500 5 Transportadora Central do Infante, Limitada (54) EUR27,000 1 Unilever Fima, Limitada (55) EUR14,462,336.00 5 Victor Guedes – Industria e Comercio, S.A. (55) EUR275,000 1 Fima Dressings Unipessoal, Limitada (55) EUR27,500 5 Saudi Arabia – PO Box 22800, Jeddah 21416 Binzagr Unilever Distribution Company Limited (49) SAR1,000.00 1 Singapore – 3 Phillip Street, #14-05 Royal Group Building, 048693 YOU Private Limited∆◊ (33.33) 76 (33.56) 45 Singapore – 20A Tanjong Pagar Road, 088443 ESQA Corp Pte Ltd∆◊ (60) 73 Sweden – Sturegatan 38, Stockholm, 11436 SachaJuan Haircare AB∆◊ (69.5) SEK1.00 9 United Arab Emirates – PO Box 49, Dubai Al Gurg Unilever LLC (49) AED1,000.00 1 United Arab Emirates – Po Box 49, Abu Dhabi Thani Murshid Unilever LLC (49) AED1,000.00 1 United States – c/o Registered Agents Solutions, Inc., 838 Walker Road Suite 21-2, Dover, Kent, DE, 19904 Beauty Bakerie Cosmetics Brand Inc.∆◊ (50.05) USD0.001 43 (16.24) USD0.001 71 (24.88) USD0.001 93 United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent, Delaware, 19901 Discuss.io Inc.◊ (7.79) USD0.0001 7 (16.78) USD0.0001 55 (50.53) USD0.0001 58 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201 Pepsi Lipton Tea Partnership (50) 4 Food Service Direct Logistics, LLC (40) 13 Name of Undertaking Nominal Value Share Class Note (17.83) USD0.0001 55 (17.83) USD0.0001 58 United States – c/o The Company Corporation, 251 Little Falls Drive, Wilmington, DE, New Castle 19808 Equilibria, Inc.∆◊ (20.00) USD0.00001 98 FabFitFun Inc.∆◊ (68.18) USD0.001 6 (7.48) USD0.001 100 Outliers, Inc.∆◊ (58.77) 62 (31.35) 113 Perelel, Inc.∆◊(64.71) USD 0.00001 97 (73.18) USD 0.00001 44 True Botanicals, Inc.∆◊ (51.23) USD0.0001 62 Yati Inc.∆◊ (4.00) USD0.00001 115 (100.00) USD0.00001 47 United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of Dover, County of Kent, Delaware Volition Beauty Inc.∆◊ (66.44) USD0.0001 44 United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. New Castle County Koco Life LLC∆◊(26.19) 104 (41.15) 105 New Voices Fund LP◊ (32.90) 4 Keli Network, Inc.∆◊ (28.24) USD0.0001 88 United States – c/o A registered agent, Inc, 8 The Green, Ste A, Dover, Kent, DE, 19901 Clean Beauty for All, Inc.∆◊ (22.09) USD0.0001 62 (41.99) USD0.0001 95 (62.35) USD0.0001 51 (67.85) USD0.0001 96 United States – United Corporate Services, Inc., 800 North State Street Suite 304, Dover, Kent, DE, 19901 UOMA Beauty Inc.∆◊ (25) 62 (70.96) 95 (49.88) 51 United States –National Registered Agents Inc, 1209 Orange Street, Wilmington, New Castle, Delaware 19801 Mealogic, Inc.∆◊ (37.5) 58 United States – 13335 Maxella Ave. Marina del Rey, CA 90292 Dollar Shave Club, Inc. (35) USD0.001 13 Name of Undertaking Nominal Value Share Class Note STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies 126 Unilever Annual Report and Accounts 2023
Notes: 1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series C-1 Pref, 21: Ordinary-C, 22: Preferred, 23: Common Stock, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative Preference, 28: Non-Voting Ordinary B, 29: Common B, 30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred Convertible, 44: A Preference, 45: Series B1 CCPS, 46: B Preference, 47: Series A-5, 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preference, 51: Series A-3 Preferred, 52: C Preference, 53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A-1 Preferred, 63: Series B-2 Preference, 64: Pre Series B CCPS, 65: Series B CCPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71: Series B Preferred, 72: Series Seed B CPPS, 73: Series A CCPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CCPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96: Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: CCPS,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preference, 103: Common A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CCPS, 107: Series Seed Convertible Preferred, 108: Series C-E Preferred, 109: Series Seed 2 Convertible Preferred Shares, 110: Seed CCPS, 111: Series Seed Preferred Shares, 112: M-Ordinary, 113: Series A-9 Preferred, 114: Series Seed CCPS, 115: Series A-1, 116: Pre-Series B CCCPS, 117: Series A CCCPS, 118: Series Seed A CCPS O Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited, 47.43% is directly held and the remainder of 14.47% is indirectly held. In the case of Unilever Kenya Limited, 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri Lanka Limited, 18.32% is directly held and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V., 27.71% is directly held and the remainder of 72.29% is indirectly held. In the cases of each of Unilever Gida Sanayi ve Ticaret A.Ş. and Unilever Sanayi ve Ticaret Turk A.Ş., a fractional amount is directly held and the remainder is indirectly held. In the case of Mixhold B.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly held. † Shares the undertaking holds in itself. Δ Denotes an undertaking where other classes of shares are held by a third party. X Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal Care Products Manufacturing LLC. ◊ Accounted for as non-current investments within non-current financial assets. ∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008. In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola, Anguilla, Antigua and Barbuda, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina, Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island, Cocos (Keeling) Islands, Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guernsey, Guinea, Guinea-Bissau, Guyana, Heard Island and McDonald Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali, Malta, Marshall Islands, Mauritania, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Northern Ireland, Palau, Papua New Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Martin (French part), Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Sint Maarten (Dutch part), Slovenia, Solomon Islands, Somalia, South Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen. The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Burkina Faso, Côte d'Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the Philippines, Saudi Arabia, Turkey, UAE and the UK. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS Group Companies Unilever Annual Report and Accounts 2023 127
EX-12.1
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EX-12.1
a121plccertificationsceo
Exhibit 12.1 Section 302 Certification CERTIFICATIONS I, HEIN SCHUMACHER, certify that: 1. I have reviewed this annual report on Form 20-F of UNILEVER PLC, 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15© and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: 7 March 2024 /s/ Hein Schumacher Chief Executive Officer
Section 302 Certification CERTIFICATIONS I, FERNANDO FERNANDEZ, certify that: 1. I have reviewed this annual report on Form 20-F of UNILEVER PLC, 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15© and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. Date: 7 March 2024 /s/ Fernando Fernandez Chief Financial Officer
EX-13.1
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a131plccertificationsofc.htm
EX-13.1
a131plccertificationsofc
Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 20-F of Unilever PLC, a corporation organized under the laws fand Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: 7 March 2024 /s/ Hein Schumacher Hein Schumacher Chief Executive Officer Dated: 7 March 2024 /s/ Fernando Fernandez Fernando Fernandez Chief Financial Officer
EX-15.1
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a151-kpmg20xfconsentlett.htm
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a151-kpmg20xfconsentlett
Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-273447, No. 333-273447- 01, No. 333-273447-02 and No. 333-273447-03) on Form F-3 and the registration statements (No. 333-268754, No. 333-185299 and No. 333-103491-01) on Form S-8 of our report dated March 7, 2024, with respect to the consolidated financial statements of Unilever PLC and the effectiveness of internal control over financial reporting. /s/ KPMG LLP London, United Kingdom March 14, 2024
EX-17.1
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a171subsidiaryguarantors.htm
EX-17.1
a171subsidiaryguarantors
Subsidiary Guarantors and Issuers of Guaranteed Securities Each of the following securities issued by Unilever Capital Corporation (UCC), a wholly owned subsidiary of Unilever PLC (PLC), is unconditionally and fully guaranteed, jointly and severally, by PLC and Unilever United States, Inc. (UNUS), a wholly owner subsidiary of PLC: $500M 0.626% Notes due 2024 $500M 3.25% Notes due 2024 $1000M 2.6% Notes due 2024 $500M 3.1% Notes due 2025 $350M 3.375% Notes due 2025 $700M 2.0% Notes due 2026 $1000M 2.9% Notes due 2027 $700M 4.875% Notes due 2028 $1300M 3.5% Notes due 2028 $850M 2.125% Notes due 2029 €550M 3.300% Notes due 2029 $500M 1.375% Notes due 2030 $850M 1.750% Notes due 2031 $1000M 5.9% Notes due 2032 $800M 5.000% Notes due 2033 €700M 3.400% Notes due 2033 $650M 2.625% Notes due 2051
EX-97.1
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a971-unileverxrecoveryxp.htm
EX-97.1
a971-unileverxrecoveryxp
Unilever Recovery Policy Subject: Effective From: Latest review: Recovery Policy applicable to Variable Remuneration 01 December 2023 November 2023 Subject Process: Global Reward Standard New Review Date: 01 December 2024 Contact: Global.Equity@unilever.com
Page 2 HR Standard – Recovery Policy - Contents Table Unilever Recovery Policy .................................................................................................... 1 Recovery Policy ................................................................................................................... 3 1. Introduction .................................................................................................................... 3 2. Applies to ........................................................................................................................ 3 3. Definitions ................................................................................................................... 3-4 4. Recovery of erroneously awarded compensation ..................................................... 4 5. Application of Recovery Policy ..................................................................................... 4 6. Duration of recovery period ...................................................................................... 4-5 7. Amount of recovery ....................................................................................................... 5 8. Variable remuneration .................................................................................................. 5 9. Method of recovery .................................................................................................... 5-6 10. General .......................................................................................................................... 6 8. Supporting Documentation ......................................................................................... 6
Page 3 HR Standard – Recovery Policy - Recovery Policy 1. Introduction This policy is intended to comply with section 303A.14 of the New York Stock Exchange (NYSE) Listed Company Manual, which requires companies listed on the NYSE to adopt and comply with a written Recovery Policy to recover reasonably promptly the amount of erroneously awarded variable remuneration in the event of a required accounting restatement. 2. Applies to This Recovery Policy applies to former and current members of the Unilever Leadership Executive (ULE) and any other employees as legally required from time to time (Executive Officers). This Recovery Policy applies in addition to the Malus and Clawback Policy, which can be found here: Malus Policy. This Recovery Policy applies to any relevant variable remuneration received by Executive Officers from 1 October 2023 or the date they became Executive Officers, whichever is the later. 3. Definitions A) BDA: Bonus Deferral Award. B) Executive Officers: any current member of the ULE or former member of the ULE (and any other employees as legally required from time to time) within the performance period to which any financial restatement relates. C) Erroneously awarded compensation: the amount of variable remuneration received that exceeds the amount of variable remuneration that otherwise would have been received had it been determined based on the restated amounts. D) Financial reporting measures: are measures that are determined and presented in accordance with the accounting principles used in preparing Unilever’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return (TSR) are also financial reporting measures. E) Variable remuneration: is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, for example, annual bonus, long-term incentive scheme (including MCIP, PSP, TSA, BDA). F) MCIP: Management Co-Investment Plan.
Page 4 HR Standard – Recovery Policy - G) NYSE: New York Stock Exchange H) PSP: Performance Share Plan. I) Received: Variable remuneration is deemed received in Unilever’s fiscal period during which the financial reporting measure specified in the variable remuneration award is attained, even if the payment or grant of the variable remuneration occurs after the end of that period. J) Restatement: an accounting restatement due to material non-compliance with any financial reporting requirement under securities law in the US. This includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected or left uncorrected in the current period. K) TSA: Targeted Share Award. 4. Recovery of erroneously awarded compensation Unilever will recover reasonably promptly from Executive Officers the amount of erroneously awarded variable remuneration in the event Unilever is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under securities law in the US (Restatement). This includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected or left uncorrected in the current period. 5. Application of Recovery Policy This Recovery Policy applies while Unilever is listed on the NYSE. It applies to all variable remuneration received by an Executive Officer after beginning service as an Executive Officer or 1 October 2023, whichever is the later, who served as an Executive Officer at any time during the performance period for the applicable variable remuneration. 6. Duration of recovery period The recovery period is the three completed financial years before the date Unilever is required to prepare a Restatement. This means that if it is required to recover erroneously awarded compensation, Unilever may recover the amount
Page 5 HR Standard – Recovery Policy - from any variable remuneration awarded to an Executive Officer in the three financial years prior to the date of the Restatement. The date of the Restatement is the earlier of the date Unilever concludes (or reasonably should have concluded) that a Restatement is required or the date a court, regulator or other legally authorised body directs Unilever to prepare a Restatement. 7. Amount of recovery The amount of variable remuneration that will be recovered is the amount of variable remuneration received that exceeds the amount of variable remuneration that otherwise would have been received had it been determined based on the restated amounts. The erroneously awarded compensation must be calculated and recovered on a gross basis. For any variable remuneration that is based on stock price or TSR where the amount of erroneously awarded compensation is not subject to mathematical calculation directly from the information in the Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the variable remuneration was received. 8. Variable remuneration This Recovery Policy applies to any part of any variable remuneration that is determined by financial reporting measures. For example, the portion of annual bonus and long-term incentive schemes that are determined by financial performance measures, such as sales growth, free cash flow, operating profit, return on invested capital or other financial measures. This Recovery Policy does not apply to fixed pay, benefits, or portion of annual bonus and long-term incentive schemes that are determined by non-financial performance measures i.e. sustainability progress index. Stock price and TSR are also financial reporting measures. 9. Method of recovery The Executive Officer will be notified if a Restatement has occurred that has resulted in the requirement for Unilever to recover erroneously awarded compensation. Unilever will inform the Executive Officer of the amount of the erroneously awarded compensation and how it is proposed that the amount will be recovered.
Page 6 HR Standard – Recovery Policy - Unilever will recover any erroneously awarded compensation from the Executive Officer’s variable remuneration due to be awarded or vested in the year of the date of the Restatement. If there is any remaining amount, this will be deducted from any unvested variable remuneration related to the three financial years preceding the date of the Restatement. If there is any remaining amount, the Executive Officer will be required to repay this amount to Unilever, but not more than any variable remuneration received by the Executive Officer in the three financial years preceding the date of the Restatement. The Executive Officer is required to repay the erroneously awarded compensation promptly on request from Unilever. 10. General A) For the avoidance of doubt, this Recovery Policy can apply even if the Executive Officer was not responsible for the Restatement in question. B) The Executive Officer will not be entitled to any compensation or indemnification in respect of any recovery under this policy. As such, if any Executive Officer wishes to take out insurance in respect of any recovery under this policy, such Executive Officer member must do so at their own arrangement and cost. C) The operation of recovery will not limit any other remedy Unilever or any member of the Unilever group of companies may have in relation to Executive Officer. D) This policy may be amended, updated, replaced or withdrawn at any time at the Company’s discretion. 8. Supporting Documentation Developed by: Global Reward Expertise Approved by: Placid Jover Unilever reserves the right to terminate, suspend, modify or amend from time-to-time any benefits, programs, policies or procedures.
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