Unilever PLC, 100 Victoria Embankment, London, EC4Y 0DY Unilever N.V., Weena 455, 3013 AL Rotterdam

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1 Unilever PLC, 100 Victria Embankment, Lndn, EC4Y 0DY Unilever N.V., Weena 455, 3013 AL Rtterdam Frequently Asked Questins Crprate structure simplificatin The prpsals Why are yu mving t ne legal entity? The mve t ne legal entity will give us greater flexibility t carry ut strategic prtfli change, including thrugh equity-settled acquisitins r demergers althugh there are currently n plans fr either. It als further strengthens ur crprate gvernance thrugh the reductin f cmplexity and an increase in transparency. We will have ne class f shares with equal vting rights fr all sharehlders. All ur businesses will be under ne hlding cmpany. Why has New N.V. been chsen t be the sle parent cmpany? At present, Unilever N.V. is larger - with 22% mre rdinary shares than PLC. The vlume f trade n the stck market in N.V. shares is higher than in PLC shares. Will there be any cnsequences fr hw much and where yu pay tax? The act f simplifying the crprate structure int a single hlding cmpany will have n material impact n where Unilever pays tax as this is based n the lcatin f its peratins. We d nt expect the effective tax rate f Unilever t change. Will earnings per share r dividends be impacted? N. The number f rdinary shares will be unaffected by the prpsed simplificatin, we will cntinue t accunt in eurs and we will declare dividends in eurs, as we d nw. Will any custmers r suppliers r yur envirnmental apprach be affected by simplificatin f the crprate structure? We will remain as cmmitted t the envirnment and sustainability as we are tday. It is fundamental t ur business. ur cnsumers, custmers and suppliers will be unaffected by the new crprate structure. 1

2 What steps are yu taking t put this in place? What apprvals frm sharehlders des this require? Will any preference shares have a vte? The simplificatin will be achieved thrugh a cmbined prcess invlving, fr PLC, a scheme f arrangement and, fr N.V., a Dutch statutry merger. The UK Scheme is a statutry prcedure under the UK Cmpanies Act between PLC and its sharehlders. Pursuant t the UK Scheme, PLC will becme a whlly wned subsidiary f New N.V.. The Dutch merger is a Dutch statutry triangular merger f N.V., New N.V. and New BV Sub (a 100% subsidiary f New N.V.). As a result f the Dutch merger, N.V. will cease t exist, and New BV Sub will cntinue as the surviving cmpany. ne new rdinary shares in New N.V. will be issued fr each N.V. rdinary share and fr each PLC rdinary share. Cmpletin is subject t certain cnditins, including the apprval f bth N.V. and PLC sharehlders: Fr PLC: implementatin will require a majrity f 75% by value frm a sharehlder turnut (% f sharehlders present and vting) f greater than 50%. Fr N.V.: implementatin will require a majrity f >50%, frm a sharehlder turnut f at least 50%, r, in the unlikely event f a sharehlder turnut f less than 50%, a tw thirds majrity will be required. We have already acquired 99% f the preference shares and are in the prcess f acquiring the remaining preference shares. We will nt be vting the preference shares at the sharehlder meeting t apprve the simplificatin. When d yu expect t hld the sharehlder meetings and cmplete the simplificatin f the crprate structure? Prpsals are expected t be placed befre sharehlders arund the end f Q3. Implementatin is anticipated t take place twards the end f the year. Will the index weighting be affected? n cmpletin, New N.V. will be the hlding cmpany and shuld qualify fr the majr eur and pan- Eurpean indices as it des at present, but with a higher weighting. Fllwing simplificatin, Unilever may be designated under nly ne index natinality by the index prviders. We will cmmence discussins with the index prviders n their applicatin f the index rules nw that we have annunced ur prpsals. What are the implicatins fr PLC sharehlders? D PLC sharehlders need t take any actin? Yu d nt need t take any actin at this stage. We will be publishing details f the prpsals in a circular t sharehlders, which is expected t be issued in the third quarter f this year. That will cntain a ntice f meeting fr sharehlders. Yu will be invited t vte n the prpsals at a sharehlder meeting expected t take place a number f weeks later. 2

3 Hw will dividends be impacted? Fllwing cmpletin, dividends will cntinue t be declared in eurs. We shall pay dividends in GBP, with an ptin t receive eurs, fr thse wh hld in CREST; and in US$ fr hlders in US frm, respectively. ur plicy f seeking t pay a grwing, attractive and sustainable dividend will cntinue. Fr a temprary perid fllwing simplificatin until the Dutch gvernment have implemented the remval f Dutch Dividend Withhlding Tax n dividend payments, with effect frm 1 January 2020, an alternative means f receiving distributins will be available which is nt subject t Dutch Dividend Withhlding Tax and which is nt expected t change the tax treatment f distributins fr UK and US tax resident sharehlders. What are the tax implicatins fr Unilever PLC sharehlders when they receive New N.V. shares? N tax is expected t arise fr PLC sharehlders resident in the Netherlands, UK r US n exchange f their PLC shares fr New N.V. shares. What will happen t my PLC share certificates? Will they still be valid? We will be prviding mre details with the frmal dcumentatin. Yur sharehlding is likely t be represented in a different frm thrugh a new CREST facility. What will happen t my shares that are held with my nminees r brkers? Where yur brker / nminee hlds shares n yur behalf in CREST, ur registrar will prvide hldings f CREST Depsitary Interests. Yu will nt need t d anything. They will be credited t yur brker / nminee accunt. Will yu maintain the ADR r New Yrk Registered Shares n cmpletin? We will be prviding mre details with the frmal dcumentatin. We will prvide a frm f hlding that is cnvenient fr US hlders, but will decide which f the ADR r the New Yrk Registered Shares will be maintained ver the next few mnths. Will I be able t transfer New Unilever N.V. shares frm Eurclear Nederland t CREST and vice versa? Yes. These are alternative frms f hlding shares electrnically. Sharehlders will be able t transfer their interests in New N.V. shares between Eurclear Nederland (in the frm f electrnic shares) and CREST (in the frm f CREST Depsitary Interests) after cmpletin f the transactin. Will yu be ffering a share dealing facility fr retail hlders? We have n current plans t ffer a share dealing facility fr all retail sharehlders. We are prviding CREST depsitry interests fr frmer PLC hlders, which will enable them t deal in New N.V. shares thrugh the Lndn Stck Exchange in GBP. There will be n UK transfer duty n purchases f CREST Depsitary Interests. 3

4 What are the implicatins fr N.V. sharehlders? D N.V. sharehlders need t take any actin? Yu d nt need t take any actin at this stage. We will be publishing details f the prpsals in a circular t sharehlders, which is expected t be issued in the third quarter f this year. That will cntain a ntice f meeting fr sharehlders. Yu will be invited t vte n the prpsals at a meeting expected t take place a number f weeks later. Hw will dividends be impacted? Fllwing cmpletin, dividends will cntinue t be declared and paid in eurs. We shall pay dividends in GBP, with an ptin t receive eurs fr thse PLC sharehlders that wish t d s and in US$ fr hlders in US frm, respectively. ur plicy f seeking t pay a grwing, attractive and sustainable dividend will cntinue. Fr a temprary perid fllwing simplificatin until the Dutch gvernment has ablished Dutch Dividend Withhlding Tax, with effect frm 1 January 2020, an alternative means f receiving distributins will be available which is nt subject t Dutch Dividend Withhlding Tax and which is nt expected t change the tax treatment f distributins fr UK r US tax resident sharehlders. What are the tax implicatins fr Unilever N.V. sharehlders when they receive New N.V. shares? N tax is expected t arise fr N.V. sharehlders resident in the Netherlands, UK r US n exchange f their N.V. shares fr New N.V. shares. What will happen t my shares that are held as depsitary receipts? We will be prviding mre details with the frmal dcumentatin. If, as intended, the depsitary receipt structure is cancelled, yur depsitary receipt will be cancelled, and yu will receive a New N.V. share in return n cmpletin f simplificatin. Yu will nt need t take any actin and will cntinue t receive statements f yur wnership as previusly frm yur intermediary. Will yu maintain the ADR r New Yrk Registered Shares n cmpletin? We will be prviding mre details with the frmal dcumentatin. We will prvide a frm f hlding that is cnvenient fr US hlders, but will decide which f the ADR r the New Yrk Registered Shares will be maintained ver the next few mnths. Will yu be ffering a share dealing facility fr retail hlders? N. There is minimal effective change fr N.V. sharehlders. 4

5 Safe Harbur Where relevant, these actins are subject t the apprpriate cnsultatins and apprvals. This dcument may cntain frward-lking statements, including frward-lking statements within the meaning f the United States Private Securities Litigatin Refrm Act f Wrds such as will, aims, expects, anticipates, intends, seeks, lks, believes, visin, r the negative f these terms and ther similar expressins f future perfrmance r results and their negatives, are intended t identify such frward-lking statements. These frwardlking statements are based upn current expectatins and assumptins regarding anticipated develpments and ther factrs affecting the Unilever Grup (the "Grup" r Unilever ). They are nt histrical facts, nr are they guarantees f future perfrmance. Because these frward-lking statements invlve risks and uncertainties, there are imprtant factrs that culd cause actual results t differ materially frm thse expressed r implied by these frward-lking statements. Amng ther risks and uncertainties, the material r principal factrs which culd cause actual results t differ materially are: Unilever's glbal brands nt meeting cnsumer preferences; Unilever's ability t innvate and remain cmpetitive; Unilever's investment chices in its prtfli management; inability t find sustainable slutins t supprt lng-term grwth; custmer relatinships; the recruitment and retentin f talented emplyees; disruptins in ur supply chain; the cst f raw materials and cmmdities; the prductin f safe and high quality prducts; secure and reliable IT infrastructure; successful executin f acquisitins, divestitures and business transfrmatin prjects; ecnmic and plitical risks and natural disasters; the effect f climate change n Unilever's business; financial risks; failure t meet high and ethical standards; and managing regulatry, tax and legal matters. These frward-lking statements speak nly as f the date f this dcument. Except as required by any applicable law r regulatin, the Grup expressly disclaims any bligatin r undertaking t release publicly any updates r revisins t any frward-lking statements cntained herein t reflect any change in the Grup's expectatins with regard theret r any change in events, cnditins r circumstances n which any such statement is based. Further details f ptential risks and uncertainties affecting the Grup are described in the Grup's filings with the Lndn Stck Exchange, the Netherlands Authrity fr the Financial Markets (Stichting Autriteit Financiële Markten) and the US Securities and Exchange Cmmissin, including in the Annual Reprt n Frm 20-F 2017 and the Unilever Annual Reprt and Accunts Imprtant Infrmatin This dcument is fr infrmatinal purpses nly and des nt cnstitute r frm part f an ffer t sell r the slicitatin f an ffer t buy r subscribe t any securities, nr shall there be any sale f securities in any jurisdictin in which such ffer, slicitatin r sale wuld be unlawful prir t registratin r qualificatin under the securities laws f any such jurisdictin. This dcument is nt an ffer f securities fr sale int the United States. N ffering f securities shall be made in the United States except pursuant t registratin under the US Securities Act f 1933 (the Securities Act ), r an exemptin therefrm. In cnnectin with the rerganisatin f Unilever PLC and Unilever N.V. and their respective grup cmpanies (the Simplificatin ) under a new hlding cmpany ( New N.V. ), New N.V. intends t file a registratin statement n Frm F-4, which will include a prspectus with respect t its merger with Unilever N.V. (the Prpsed Merger ) and the Simplificatin. The final prspectus will be delivered t the security hlders f Unilever N.V.. New N.V. als expects t issue rdinary shares t security hlders f Unilever PLC pursuant t a UK scheme f arrangement (the Prpsed Scheme ) in reliance upn the exemptin frm the registratin requirements f the US Securities Act prvided by sectin 3(a)(10) fr which it will nt file a registratin statement. Unilever PLC intends t send r therwise disseminate a scheme circular and ther relevant dcuments relating t the Prpsed Scheme and Simplificatin t security hlders f Unilever PLC. The release, publicatin r distributin f this dcument in certain jurisdictins may be restricted by law and therefre persns in such jurisdictins int which this dcument is released, published r distributed shuld infrm themselves abut and bserve such restrictins. SHAREHLDERS AND SECURITY HLDERS F UNILEVER N.V. ARE URGED T READ THE PRSPECTUS REGARDING THE PRPSED MERGER AND THE SIMPLIFICATIN CAREFULLY AND IN ITS ENTIRETY, INCLUDING THE EXHIBITS THERET AND ANY DCUMENTS PREVIUSLY FILED WITH THE SEC AND INCRPRATED BY REFERENCE INT THE 5

6 PRSPECTUS AS WELL AS ANY AMENDMENTS R SUPPLEMENTS T THSE DCUMENTS, WHEN IT BECMES AVAILABLE BECAUSE IT WILL CNTAIN IMPRTANT INFRMATIN ABUT UNILEVER, THE PRPSED MERGER AND THE SIMPLIFICATIN. SHAREHLDERS AND SECURITY HLDERS F UNILEVER PLC ARE ADVISED T READ THE SCHEME CIRCULAR AND THER RELEVANT DCUMENTS REGARDING THE PRPSED SCHEME AND THE SIMPLIFICATIN CAREFULLY AND IN ITS ENTIRETY, AS WELL AS ANY AMENDMENTS R SUPPLEMENTS T THSE DCUMENTS, WHEN THEY BECME AVAILABLE BECAUSE THEY WILL CNTAIN IMPRTANT INFRMATIN ABUT UNILEVER, THE PRPSED SCHEME AND THE SIMPLIFICATIN. Sharehlders and security hlders will be able t btain free cpies f the prspectus, as well as ther filings cntaining infrmatin abut New N.V., Unilever PLC and Unilever N.V., withut charge, at the SEC s website at Sharehlders will als be able t btain these dcuments, withut charge, frm Unilever s website at This dcument des nt cnstitute an ffer r a slicitatin in any jurisdictin in which such ffer r slicitatin is unlawful. An ffer will nt be made in, nr will depsits be accepted in, any jurisdictin in which the making r acceptance theref wuld nt be in cmpliance with the laws f such jurisdictin. Hwever, if an ffer is made, New N.V. may, in its sle discretin, take such actin as it may deem necessary t extend an ffer in any such jurisdictin. This dcument des nt cnstitute r frm part f any ffer r invitatin t sell, r any slicitatin f any ffer t purchase. It is nt an advertisement and nt a prspectus fr the purpses f Directive 2003/71/EC, as amended. Any purchase f securities f New N.V. shuld nly be made n the basis f infrmatin that will be cntained in the prspectus t be issued in due curse in cnnectin with the prpsed admissin f New N.V. s rdinary shares t (i) listing and trading n Eurnext in Amsterdam (ii) the fficial List f the United Kingdm Listing Authrity and (iii) trading n the Main Market f the Lndn Stck Exchange (the "EU Prspectus"), and t be apprved by the Netherlands Authrity fr the Financial Markets (Stichting Autriteit Financiële Markten) and passprted t the United Kingdm, and any supplement r amendment theret. The EU Prspectus will cntain detailed infrmatin abut the Cmpany and its management, as well as financial statements and ther financial data. The EU Prspectus, when published, will be available at at n cst. It may be unlawful t distribute these materials in certain jurisdictins. Deutsche Bank AG ("Deutsche Bank") is authrised under German Banking Law (cmpetent authrity: Eurpean Central Bank) and, in the United Kingdm, by the Prudential Regulatin Authrity. It is subject t supervisin by the Eurpean Central Bank and by BaFin, Germany's Federal Financial Supervisry Authrity, and is subject t limited regulatin in the United Kingdm by the Prudential Regulatin Authrity and Financial Cnduct Authrity. UBS Limited ( UBS ) is authrised by the Prudential Regulatin Authrity and regulated by the Financial Cnduct Authrity and the Prudential Regulatin Authrity in the United Kingdm. Deutsche Bank and UBS are acting exclusively fr Unilever and n ne else in cnnectin with the matters referred t in this dcument. In cnnectin with such matters, Deutsche Bank, UBS, each f their affiliates, subsidiaries r branches and each f them r their respective directrs, fficers, emplyees and agents will nt regard any ther persn as their client, nr will they be respnsible t any ther persn fr prviding the prtectins affrded t their clients r fr prviding advice in relatin t the cntents f this dcument r any ther matter referred t herein. 6