Unilever

Meeting of holders of depositary receipts 2019



Agenda with explanatory notes for the meeting of holders of depositary receipts of ordinary shares in Unilever N.V. (the “DR Holders Meeting”) as issued by Stichting Administratiekantoor Unilever N.V. (the "Trust Office")

To be held on Wednesday 26 June 2019 at the offices of Loyens & Loeff, Blaak, 3011 GA Rotterdam, at 10.30 hours Amsterdam time.

Agenda

  1. Opening and announcements
  2. Termination of the depositary receipt structure (voting item)
  3. Any other business
  4. Closing

This agenda with explanatory notes is available at www.administratiekantoor-unilever.nl.

Explanation to the agenda

2. Termination of the depositary receipt structure (voting item)

The Trust Office board intends to resolve to terminate the current depositary receipt structure (the “DR Structure”) of Unilever N.V. (the “NV”) in accordance with article 13 of the trust conditions (the “Trust Conditions”) of the Trust Office (the “Intended Resolution to Terminate the DR Structure”).

The principle purpose and rationale for the DR Structure are (i) to prevent that a coincidental minority of shareholders due to absenteeism controls the decision making process at shareholders’ meetings of the NV and (ii) to counterweight imbalances between the voting power of the preference finance shares of the NV and the capital paid on such shares. The purposes as mentioned above have either significantly disappeared or been diluted since (ad i) the aggregate shareholder representation at shareholders’ meetings of the NV has increased over the years and moreover, the percentage of depositary receipt holders who exercise their voting rights at shareholders’ meetings of the NV to a large extent balances the percentage of shareholders exercising their voting rights at shareholders’ meetings of Unilever Plc (the “Plc”) and (ad ii) the preference finance shares of the NV have been cancelled. In light of the above, the board of the Trust Office considers this a good time for the termination of the DR Structure, provided that the DR Holders Meeting supports the Intended Resolution to Terminate the DR Structure.

Meanwhile the board of the NV has been informed about the Intended Resolution to Terminate the DR Structure and the NV has given its approval with respect to such intended resolution in accordance with article 13 of the Trust Conditions.

The holders of depositary receipts are also requested to give their consent to the Intended Resolution to Terminate the DR Structure in the DR Holders Meeting and to grant the Trust Office board the authority to perform all other acts which may be necessary or in the opinion of the Trust Office board desirable in connection with the termination of the DR Structure.

Upon the Intended Resolution to Terminate the DR Structure having been approved by the holders of depositary receipts in the DR Holders Meeting, the board of the Trust Office shall resolve to terminate the DR Structure and the depositary receipts shall be cancelled whereby the underlying ordinary shares in the capital of the NV will be transferred to the depositary receipt holders.

As of the date hereof, a limited number of depositary receipts ("Non-Book Entry DRs") are outstanding in respect of which the bearer certificates (the “Bearer Certificates”) issued by N.V. Nederlandsch Administratie- en Trustkantoor, the predecessor of the Trust Office, have not been handed in. In accordance with articles 5 and 13 of the Trust Conditions, during a period of two years after the date of announcement of the resolution of the board of the Trust Office to terminate the DR Structure, holders of Bearer Certificates may cancel their Non-Book Entry DRs by exchanging their Bearer Certificates for ordinary shares in the capital of the NV, free of charge. With such exchange, the holders will also receive an amount equal to any dividends paid on the relevant underlying NV shares in the five years previous to such exchange of the Bearer Certificates.

During the above-mentioned two year period in which exchange of Bearer Certificates can take place, the Trust Office shall not be dissolved and the Trust Conditions of the Trust Office will continue to have effect. Upon the expiry of such two year period, the Trust Office shall sell the NV shares for which no Bearer Certificates have been submitted for exchange (the “Remaining NV Shares”). Any such sales shall be executed via trading on Euronext Amsterdam and the proceeds thereof will be given in consignment (in consignatie) to the Dutch Ministry of Finance for the benefit of the relevant holders of Bearer Certificates. Holders of Bearer Certificates have thereafter no claim whatsoever towards the Trust Office. It should be noted that the aforesaid does also mean that as from the moment of consignment, any right to dividends granted on the Remaining NV shares in the five years previous to the consignment, shall expire.

Message details

Sub-group Equities
Issuer Unilever
Category Meeting
ISIN -
Symbol -
Securities name Depositary receipts
Publication date May 24 2019

Downloads

Agenda with explanatory notes.pdf
Form of proxy.pdf