Information for Unilever PLC Shareholders SIMPLIFICATION OF UNILEVER

Transcription

1 Information for Unilever PLC Shareholders SIMPLIFICATION OF UNILEVER

2 BUILDING THE UNILEVER OF THE FUTURE by Marijn Dekkers Dear Shareholder, Throughout our history, Unilever has operated as two separately listed entities, a Dutch company (NV) and a UK company (PLC). This complex arrangement was reviewed comprehensively by the Board during 2017 and 2018 to determine whether it should be modernised. The Board s review unanimously concluded that simplifying under a single holding company (New Unilever NV) will help create value and drive performance long into the future by: Simplifying our structure, allowing us to compete even more effectively in today s rapidly changing world Giving us greater flexibility for strategic portfolio change, including demergers or share-based acquisitions Allowing us to further strengthen our corporate governance, creating true shareholder democracy with a one share, one vote principle As part of its decision to modernise our structure, the Board concluded that New Unilever NV should be incorporated in the Netherlands. This reflects the fact that the Group s Dutch company is 22% larger than our UK company, and more of our shares trade in the Netherlands than the UK. The Board recognises that there are things that are of particular importance to our shareholders and these will remain unchanged. For example: Shares of New Unilever NV will be listed on the London Stock Exchange in British Pounds, Euronext in Amsterdam in Euros, and the New York Stock Exchange in US Dollars This document is not a summary of the changes that are proposed to be made to Unilever PLC and Unilever NV as part of simplification and should not be regarded as a substitute for reading the full Scheme Document. The purpose of this document is to provide shareholders with an introduction to the proposal and assist with completing the PLC Forms of Proxy and lodging their votes. The Scheme Document should be read in full before making any decision. This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, bank manager, solicitor, accountant, tax adviser or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are in a territory outside the United Kingdom, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your shares in Unilever PLC, please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. This document has not been reviewed or approved by the Financial Conduct Authority or any other regulatory authority and has not been produced for the purposes of the UK Listing Rules, European Prospectus Rules or the UK Disclosure Guidance and Transparency Rules (each as defined in the Scheme Document). This document does not form part of the Scheme Document or any prospectus issued in connection with the transactions contemplated herein and which are available at This document is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States or in any other jurisdiction. The securities to which this document relates have not been registered under the US Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Shareholders will continue to receive dividends in the same currency, and there will be no change to our policy of seeking to pay an attractive, growing and sustainable dividend Our long-term commitment to both the UK and the Netherlands remains unchanged. The headquarters of our Beauty & Personal Care and Home Care Divisions will be in London. The headquarters of our Foods & Refreshment Division will continue to be based in Rotterdam. The number of people we employ in the UK and the Netherlands will be unaffected by these changes In summary, we believe our proposal will modernise and simplify our structure, create value and drive performance for the long term and position Unilever for future success. The Board asks for your support by voting in favour of this proposal. Best regards, Marijn Dekkers Chairman

3 SIMPLIFICATION AT A GLANCE From a dual-headed structure with two parent companies Unilever PLC Incorporated in the UK, listed in London and New York Unilever NV Incorporated in the Netherlands, listed in Amsterdam and New York To a single-parent structure New Unilever NV One share, one vote, one company Incorporated in the Netherlands - Simpler structure - Improved governance Listed in London (London Stock Exchange) Shareholders conference in London Share price and Dividend in Listed in Amsterdam (Euronext in Amsterdam) AGM in Rotterdam Share price and Dividend in Listed in New York (New York Stock Exchange) American Depositary Shares (ADS) Share price and Dividend in $ Simplification will be achieved through a combined process involving a scheme of arrangement for PLC and a Dutch statutory legal merger for NV. These processes will result in PLC shareholders and NV shareholders owning shares (or interests representing shares) in New Unilever NV. One New Unilever NV ordinary share will be issued for each existing PLC ordinary share. Similarly, one New Unilever NV ADS will be issued for each PLC ADS. As a result of the proposal, there will be NO change to the following: Shareholders will continue to be able to trade in Unilever shares in London, Amsterdam and New York Listing on the London Stock Exchange, where we will seek a premium listing, and trading in British Pounds Listing on Euronext in Amsterdam and trading in Euros Listing on the New York Stock Exchange and trading in US Dollars Dividends being paid in Euros, British Pounds or US Dollars (subject to where shares are listed) Annual face-to-face meetings between shareholders and company Annual General Meeting in Rotterdam Shareholders conference in London Unilever operating from London and Rotterdam offices Unilever s employment of people, manufacturing of products in the UK and the Netherlands No tax is generally expected to arise for PLC shareholders or PLC ADS holders who hold their shares or ADSs as an investment and who are resident in the UK, Netherlands or US on exchange of their PLC shares or PLC ADSs for New Unilever NV shares or New Unilever ADSs. 5

4 STRENGTHENING SHAREHOLDER RIGHTS Over the past 15 years, Unilever has taken major steps to be at the forefront of good corporate governance. In the new holding company, Unilever has committed to maintaining existing core corporate governance features that have served shareholders well in the current structure. These include: Applying both the UK Corporate Governance Code and the Dutch Corporate Governance Code Applying UK, Dutch, and US Listing Rules (including related party and material transaction safeguards) Every director on the Unilever Board will be subject to re-election every year Separate Chairman and Chief Executive Officer One-tier Board structure with diverse experiences and a maximum individual tenure of nine years Applying advisory votes on the Directors Remuneration Report every year and binding votes on the Directors Remuneration Policy at least every three years Level of disapplication of pre-emption rights will remain unchanged from those approved by shareholders at the 2018 AGMs Additional shareholder rights will be included to further strengthen Unilever s governance. These commitments will eliminate different current practices between NV and PLC, and include: One share, one vote, with all shareholders of New Unilever NV voting on the same basis, on the same proposals and as a single class of shareholders. Currently, shareholders of PLC vote independently of shareholders of NV Cancellation of NV Preference Shares, which hold disproportionate voting rights Termination of the NV Trust Office, which represented 37% of all votes at the 2018 AGM of NV, and depositary receipt structure (subject to the consent of NV depositary receipt holders) No protective devices (such as protective foundations or stichtingen ), and no ability to introduce them without shareholder approval The right of shareholders (individually or together) holding 1% of the voting rights in New Unilever NV to table resolutions, including to propose or remove a director (currently 5% in PLC and 1% in NV) The right for shareholders (individually or together) holding 3% of the voting rights in New Unilever NV to require a general meeting to be convened (currently 5% in PLC to require and 10% in NV to request a general meeting) The requirement for shareholder support of at least 75% of votes cast at a general meeting of New Unilever NV to make amendments to the New Unilever NV Articles or to pass key resolutions that impact the capital structure of the company, including the disapplication of preemption rights, the authority to make share buy-backs or capital reductions (currently 75% for PLC and 50% for NV) Information for Unilever PLC Shareholders 7

5 QUESTIONS & ANSWERS Q: When will the vote happen and how will it take place? A: You can vote online between 11th September and 18th October (NV) or 24th October (PLC) or you can attend and vote at a meeting of NV and PLC shareholders on the 25th and 26th October respectively. For more information please see pages 8-12 of the Scheme Document. Subject to satisfying relevant conditions and receiving the necessary approvals, we anticipate that simplification will become effective on 23rd December and that shares in New Unilever NV will commence trading on 24th December this year. Q: What action do I need to take in respect of my shares? A: If you are a current PLC shareholder you are requested to vote on the proposal. Further details on how to vote are set out on pages below and in the Scheme Document. The Board unanimously recommends you vote in favour of the proposal. Apart from voting, no further action is required from you. Q: What will happen to my PLC shares if the proposal is approved? A: One ordinary share in New Unilever NV will be issued for each existing PLC ordinary share, with no further action required by you. After simplification, you will have an interest in the same number of shares in New Unilever NV as you hold in PLC. Similarly, one New Unilever NV ADS will be issued for each PLC ADS. Q: Will the share price be quoted in GBP, EUR or USD? A: Shares in London will be quoted and traded in GBP, in Amsterdam in EUR and in New York in USD. Q: Where will Unilever hold its Annual General Meeting after simplification? A: The AGM will be held in the Netherlands. In addition, we will hold a shareholder conference and presentation in the UK after the AGM to provide an update on business progress and allow shareholders to ask questions. Q: If I sell my New Unilever NV shares will I receive GBP, EUR or USD? A: If you sell on the London Stock Exchange, you will receive proceeds in GBP; if you sell on Euronext in Amsterdam you will receive EUR. If you sell New Unilever NV ADSs on the New York Stock Exchange, you will receive USD. Q: Will Unilever continue to be in the FTSE 100? A: After simplification, any index in which Unilever is represented will reflect the full value of the Group. We expect Unilever to be designated under only one index nationality which we expect to be Dutch. This has no impact on the ability of the majority of current shareholders to continue to hold or trade shares in Unilever. FTSE Russell, the FTSE 100 governing body, has given a strong indication that it is extremely unlikely that Unilever will remain in the FTSE 100 index. They are expected to formally confirm this following publication of the full set of shareholder documents. This does not affect the fact that New Unilever NV will be listed and traded on the London Stock Exchange. Q: Will I be paid dividends in GBP, EUR or USD? A: Unilever will continue to report its earnings and declare dividends in Euros, as we have done for many years. Former PLC shareholders will continue to receive dividends in British Pounds sterling. Holders of New Unilever NV ADSs will continue to receive dividends in US Dollars. There will be no change to our policy of seeking to pay an attractive, growing and sustainable dividend. Payments and record dates will continue on the current quarterly schedule. Q: Will I be paid dividends free of Dutch dividend withholding tax (DWT)? A: Most PLC shareholders will automatically receive payments ( dividend substitution payments ) free of DWT. If you are a PLC ADS holder or an Excluded Shareholder (as defined in the Scheme Document), you will need to make an election if you wish to receive your dividends free of DWT. Further details on how to make such an election will be sent to relevant shareholders in Q Any dividend substitution payments received by a New Unilever NV shareholder or holder of a New Unilever NV ADSs resident in the UK or the US should be treated as income distributions for UK and US tax purposes with the same UK and US tax consequences as a dividend. For further information, please refer to Part V of the Scheme Document. Q: What are the tax consequences for PLC shareholders when they receive or transfer shares in New Unilever NV? A: No tax is generally expected to arise for PLC shareholders or PLC ADS holders who hold their shares or ADSs as an investment and who are resident in the UK, US or the Netherlands, on exchange of their PLC shares for ordinary shares in New Unilever NV or PLC ADS for New Unilever NV ADSs. Transfers of shares in New Unilever NV on Euronext in Amsterdam and on the New York Stock Exchange should not be subject to UK transfer duties provided that no written instrument of transfer (if any) is executed in the UK and that the transfer does not otherwise relate to anything done or to be done in the UK. To facilitate trading of New Unilever NV shares on the London Stock Exchange, Unilever will create Depositary Interests (DIs), which can be traded in GBP such trades of shares in a non-uk resident company should also not be subject to UK transfer duties provided that such trades are not effected by means of a written instrument of transfer. Q: Is there any impact on the Unilever UK Pension Fund or the position of pension fund members as a result of simplification? A: Simplification will not have any material effect on the Unilever UK Pension Fund. Unilever has agreed with the Trustees a set of proposals regarding arrangements to be adopted between PLC and New Unilever NV following simplification. Q: Where can I find more information? A: The full Scheme Document, which contains more detailed information than this summary brochure, is available on If you have any questions relating to the actions available to you, the Scheme Document or the completion and return of the PLC Forms of Proxy, please use the helplines set out on the last page of this document. 8 SIMPLIFICATION OF UNILEVER Information for Unilever PLC Shareholders 9

6 ACTIONS TO BE TAKEN How do I vote on the simplification proposal? 1. Exercising your vote in relation to the proposal Whether or not you intend to attend the PLC meetings, you are required to either: Vote online at Use the CREST voting service (if you hold PLC shares in CREST); or Complete the PLC Forms of Proxy in accordance with the instructions printed on them. 2. Forms of Proxy for PLC meetings If you are a PLC shareholder, please check that you have received: A BLUE Form of Proxy for the PLC Court Meeting A YELLOW Form of Proxy for the PLC Extraordinary General Meeting If you have not received these documents, please contact the Shareholder Helplines referred to on the last page of this document. PLC shareholder meetings 26th October 2018 PLC meetings to be held in London Two separate PLC meetings will be held at the Queen Elizabeth II Conference Centre, London on 26 October 2018 to decide whether to approve the UK Scheme, which forms part of the proposal for the simplification of Unilever. Shareholders are encouraged to attend both PLC meetings a.m. (London time) for the PLC Court Meeting This is a meeting of PLC ordinary shareholders and is convened by the High Court under the UK Companies Act as part of the formal procedure for approving the UK Scheme which forms part of the proposal for simplification. Details of the UK Scheme are contained in the Scheme Document. The formal notice for the PLC Court Meeting is set out in Part IX of the Scheme Document a.m. (London time) for the PLC Extraordinary General Meeting The PLC Extraordinary General Meeting will consider a special resolution to approve and implement the UK Scheme and related proposals. The formal notice for the PLC Extraordinary General Meeting is set out in Part X of the Scheme Document. Further information on how to vote Please refer to pages 8-12 of the Scheme Document for instructions on how to vote. The full Scheme Document, which contains more detailed information than this brochure, is available on simplification. Alternatively, a hard copy of the Scheme Document is available on request from PLC s registrars, Computershare. The PLC Forms of Proxy set out the resolutions which are required to be approved for the proposal to be implemented, the full details of which are set out in the Scheme Document. If you complete the PLC Forms of Proxy, please return them by no later than 24th October 2018 (or in the case of an adjournment, no later than 48 hours before the time and date set for the adjourned meeting) to PLC s registrars: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS99 6ZY If you are in the United Kingdom you can use the business reply envelope provided to you. If you do not wish to attend the PLC Meetings you need to take no further action after returning your forms. Returning the PLC Forms of Proxy will not prevent you from attending and voting at the PLC Meetings. If your shares are held via a nominee account, you will need to contact your nominee account representative to obtain a letter of representation to attend the meetings on 26th October Registered holders of PLC ADSs will be able to complete a PLC ADS Voting Instruction Card sent separately by Deutsche Bank Trust Company Americas to exercise your voting rights. If you complete the PLC ADS Voting Instruction Card, please return it by no later than 17th October If you hold your PLC ADSs indirectly via a bank, broker, share plan administrator or other financial institution by instructing that nominee, you must rely on the procedures of such nominee to exercise your voting rights. The Board unanimously recommends that you vote in favour of the UK Scheme and the special resolution and urges you to complete, sign and return the applicable PLC Forms of Proxy as soon as possible but no later than 24th October SIMPLIFICATION OF UNILEVER Information for Unilever PLC Shareholders 11

7 SHAREHOLDER HELPLINES: Unilever PLC shares Computershare Investor Services PLC +44 (0) Line is open Mondays to Fridays from 8.30 a.m. to 5.30 p.m. (London time), except on public holidays. Unilever NV shares Georgeson NV Line is open Mondays to Fridays from 9.00 a.m. to 5.30 p.m. (Amsterdam time), except on public holidays. NV New York Registry shares & PLC ADSs Georgeson LLC Line is open Mondays to Fridays from 9.00 a.m. to p.m. (New York time), except on public holidays. Please note that, for legal reasons, the helpline cannot provide advice on the merits of simplification or give any legal, tax or financial advice. Unilever PLC 100 Victoria Embankment London EC4Y 0DY T: +44 (0) Unilever NV Weena AL Rotterdam T: +31 (0)