COMPUTERSHARE SERVICES NOMINEES LIMITED MANDATORY NOMINEE DEED IN RESPECT OF UNILEVER PLC AND UNILEVER INTERNATIONAL HOLDINGS N.V.

Transcription

1 COMPUTERSHARE SERVICES NOMINEES LIMITED MANDATORY NOMINEE DEED IN RESPECT OF UNILEVER PLC AND UNILEVER INTERNATIONAL HOLDINGS N.V. SHARES

2 This Deed (the Deed ) is made on 2018 by: (1) COMPUTERSHARE SERVICES NOMINEES LIMITED, a company incorporated under the laws of Scotland with registered number SC and registered office at Leven House, 10 Lochside Place, Edinburgh EH12 9RG, the United Kingdom ( Nominee ) Whereas: in favour of the beneficial owners of the Deposited Shares, PLC and New NV (each as defined below). (A) (B) (C) (D) (E) (F) NV and PLC are the current ultimate parent companies of the Unilever Group (each as defined below). On 15 March 2018 NV and PLC announced a proposal for New NV to become the new ultimate parent company of the Unilever Group ( Simplification ). Simplification will be implemented by way of the UK Scheme and the Dutch Merger (each as defined below). Computershare, PLC and New NV (each as defined below) have agreed that the Nominee shall be appointed as nominee on behalf of certain beneficial owners of PLC Shares and New NV Shares (each as defined below) in accordance with the provisions of this Deed and on the terms set out in the Agreement (as defined below). As a preliminary step to the UK Scheme (as defined below), legal title to all PLC Shares (other than those held by Excluded Shareholders (as defined below)) will be transferred by way of the Mandatory Transfers (as defined below) from the relevant PLC Shareholders (as defined below) to the Nominee pursuant to the terms of the PLC Articles (as defined below). Once the UK Scheme becomes effective, all PLC Shares will be cancelled and those former holders of PLC Shares, including the Nominee, on the Register (as defined below) at the UK Scheme Record Time (as defined below) will be issued with New NV Shares pursuant to the UK Scheme. This Deed has been executed by the Nominee as a deed poll in favour of the Beneficiaries, PLC and New NV (as defined below). It is agreed as follows: 1 Definitions and Interpretation In this Deed, unless the context otherwise requires, the provisions in this Clause 1 apply: 1.1 Definitions Agreement means the agreement for the provision of mandatory nominee services in respect of PLC Shares and New NV Shares entered into between Computershare, PLC and New NV on or around the date of this Deed; Beneficiaries means the beneficial owners of the Deposited Shares; Business Day means any day other than a Saturday, Sunday or public holiday in the United Kingdom; Computershare means Computershare Investor Services plc a company incorporated under the laws of England and Wales with registered number and registered office at the Pavilions, Bridgwater Road, Bristol, BS13 8AE, the United Kingdom; 1

3 CREST Manual means the document entitled the CREST Manual issued by the Operator but excluding the CREST International Manual; CREST system means the meaning ascribed thereto in the glossary of the CREST Manual; Deposited New NV Shares means New NV Shares or entitlements thereto or any securities or entitlements thereto issued in replacement or exchange for such New NV Shares, in each case legal title to which is held by the Nominee pursuant to the terms of this Deed; Deposited PLC Shares means PLC Shares or entitlements thereto, in each case legal title to which is held by the Nominee pursuant to the terms of this Deed; Deposited Shares means the Deposited New NV Shares and the Deposited PLC Shares; Dutch Civil Code means the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering); Dutch Merger means the triangular statutory merger to implement Simplification between NV, New Sub and New NV pursuant to which NV will merge into New Sub through a merger by absorption under the Dutch Civil Code; Dutch Merger Effective Time means the time at which the Dutch Merger becomes effective in accordance with its terms; Euroclear Netherlands means Euroclear Netherlands Ltd, operating as a Netherlands central securities depositary, the issuer of Euroclear Participation Interests; Euroclear Participation Interests means dematerialised book-entry interests issued by Euroclear Netherlands that represent and provide evidence of beneficial ownership of New NV Shares held by Euroclear Netherlands as the registered owner of such New NV Shares on the share register of New NV following the Dutch Merger Effective Time; Euroclear Transfer means the transfer of legal title to the Deposited New NV Shares from the Nominee to Euroclear Netherlands to be effected pursuant to the Euroclear Transfer Deed; Euroclear Transfer Deed means the instrument of transfer of legal title to the Deposited New NV Shares from the Nominee via ABN AMRO Bank N.V. as intermediary to Euroclear Netherlands in the form prescribed by the Agreement, pursuant to which Euroclear Participation Interests will be credited by Euroclear Netherlands to the relevant participant account specified to it in writing by the Nominee; Excluded Shareholders means those PLC Shareholders: (i) whose address as set out on the Register at the Mandatory Transfers Record Time is in any of the Excluded Territories; and (ii) those PLC Shareholders who have made a valid election for the Mandatory Transfers not to apply in respect of their holding of PLC Shares in accordance with the terms of the UK Scheme Document; Excluded Territories means any territory which is not a Permitted Territory; Group means a company and its subsidiaries and subsidiary undertakings from time to time; 2

4 Instruction means an instruction in the form prescribed by the Agreement from New NV to Computershare, pursuant to which Computershare shall procure that the Nominee effects the Euroclear Transfer; Mandatory Transfers means the transfers of legal title to all PLC Shares (other than those held by Excluded Shareholders) from existing PLC Shareholders on the Register at the Mandatory Transfers Record Time to the Nominee as mandatory nominee for the beneficial owners of such PLC Shares pursuant to article 152 of the PLC Articles which is to be proposed at the general meeting of PLC Shareholders to consider and, if thought fit, pass the special resolution set out in the UK Scheme Document; Mandatory Transfers Record Time means 8:30 p.m. (London time) on the PLC Implementation Date; New NV means Unilever International Holdings N.V., a public company with limited liability incorporated under the laws of the Netherlands, with its official seat in Rotterdam, the Netherlands, with registered number and office address at Weena 455, 3013 AL, Rotterdam, the Netherlands; New NV Shares means the ordinary no par value shares in the capital of New NV; New Sub means Unilever International Holdings BV, a private company with limited liability incorporated in the Netherlands, with its official seat in Rotterdam, the Netherlands with registered number and registered office at Weena 455, 3013 AL Rotterdam, the Netherlands; NV means Unilever NV, a public company with limited liability incorporated under the laws of the Netherlands, with its official seat in Rotterdam, the Netherlands, with registered number and office address at Weena 455, 3013 AL, Rotterdam, the Netherlands; Operator means Euroclear UK & Ireland Limited or such other person who is for the time being the operator of the CREST system for the purposes of the Regulations; Permitted Territories means the list of territories set out in Schedule 1; PLC means Unilever PLC, a company incorporated under the laws of England and Wales with registered number and registered office at Port Sunlight, Wirral, Merseyside, CH62 4ZD, the United Kingdom; PLC Articles means the articles of association of PLC from time to time; PLC Implementation Date has the meaning given to it in the UK Scheme Document; PLC Shares means the ordinary shares of pence each in the capital of PLC; PLC Shareholders means the registered holders of PLC Shares from time to time; Register means the principal PLC share register maintained in the UK on behalf of PLC by Computershare in its capacity as registrar; Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) and such other regulations under Sections 783 to 788 of the Companies Act 2006 as are applicable to the Operator and/or the CREST system and are from time to time in force; Services means the mandatory nominee services to be provided by Computershare as set out in the Agreement; Shares means the PLC Shares or the New NV Shares as the case may be; 3

5 Simplification has the meaning given to it in Recital (B); UK Scheme means the proposed UK Scheme of arrangement under Part 26 of the Companies Act 2006 between PLC and PLC Shareholders with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed to by PLC; UK Scheme Document means the document sent or to be sent to PLC shareholders and persons with information rights containing, among other things, the UK Scheme and notices of the PLC Shareholder Meetings; UK Scheme Effective Time means the time the UK Scheme becomes effective in accordance with its terms; UK Scheme Record Time has the meaning given to it in the UK Scheme; and Unilever Group means New NV, NV and PLC and their Groups from time to time. 1.2 Modification etc. of Statutes References to a statute or statutory provision include: that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Deed; any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or statutory provision has directly or indirectly replaced; and any subordinate legislation made from time to time under that statute or statutory provision which is in force at the date of this Deed. 1.3 Recitals, Clauses, Schedules etc. References to this Deed include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Deed. 1.4 Headings Headings shall be ignored in construing this Deed. 1.5 References to Persons and Companies References to: a person includes any company, corporation, firm, joint venture, partnership or unincorporated association (whether or not having separate legal personality); and a company include any company, corporation or body corporate, wherever incorporated. 1.6 Definitions of Company, Subsidiary etc. The words company and subsidiary, shall have the same meaning in this Deed as their respective definitions in the Companies Act Singular, plural, gender References to one gender include all genders and references to the singular include the plural and vice versa. 4

6 1.8 Non-limiting Effect of Words The words including, include, in particular and words of similar effect shall not be deemed to limit the general effect of the words that precede them. 1.9 Reference to Documents References to any document (including this Deed), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time. 2 Declaration of Trust 2.1 The Nominee hereby declares and confirms that, subject to the terms of this Deed, upon becoming the legal holder of the Deposited Shares, it shall hold the Deposited Shares (and all rights and entitlements attaching thereto) as bare trustee on behalf of and for the benefit of the Beneficiaries absolutely and that each of the Beneficiaries is entitled to rights in relation to the Deposited Shares accordingly pro-rata to their respective interests in the PLC Shares subject to the Mandatory Transfers. 2.2 In acting hereunder, the Nominee shall have only those duties, obligations and responsibilities expressly undertaken by it in this Deed or imposed by law and, except to the extent expressly provided for in this Deed, does not assume any relationship of trust for or with the Beneficiaries or any other person. 2.3 Any right or power of the Nominee in respect of the Deposited Shares is reserved by the Nominee pursuant to Clause 2.1 and is not given by way of grant by any Beneficiary. Nothing in this Deed is intended to nor shall create a charge or other security interest in favour of the Nominee. 2.4 The Nominee shall maintain up-to-date records showing the interest of each Beneficiary in the property held on trust pursuant to Clause The Nominee shall re-allocate any Shares or distributions which are allocated to the Nominee and which arise automatically out of any right or entitlement to Deposited Shares to Beneficiaries pro-rata to the Deposited Shares held for their respective accounts. 2.6 Save as otherwise required by law, the Nominee will not be bound to take notice of, nor to see to the carrying out of, any trust, mortgage, charge, pledge or claim in favour of any other person (other than any such arrangement created pursuant to this Deed) and the Nominee may ignore any notice it receives of the right, title, interest or claim of any other person to an interest in those assets, except where the interest is conferred by operation of law. 2.7 Deposited Shares transferred by the Nominee in accordance with Clause or Clause 6 of this Deed (as appropriate) shall cease to be subject to the declaration of trust set out in Clause Implementation of UK Scheme and Dutch Merger 3.1 Without prejudice to Clause 2, the Nominee hereby agrees and acknowledges that the following actions will take place in connection with the UK Scheme and the Dutch Merger: the Nominee will hold the Deposited PLC Shares received pursuant to the Mandatory Transfers on bare trust for the Beneficiaries pursuant to Clause 2.1; 5

7 3.1.2 at the UK Scheme Effective Time, all PLC Shares, including the Deposited PLC Shares, will be cancelled and PLC Shareholders whose names appear on the Register at the UK Scheme Record Time (which will include the Nominee following the completion of the Mandatory Transfers) will be entitled to receive New NV Shares pursuant to the UK Scheme; the Nominee will hold the Deposited New NV Shares it receives pursuant to the UK Scheme on bare trust for the Beneficiaries pursuant to Clause 2.1; and following the Dutch Merger Effective Time, upon confirmation from Computershare that Computershare has received an executed Instruction from New NV, the Nominee will enter into the Euroclear Transfer Deed to effect the Euroclear Transfer. 3.2 The Nominee shall take all necessary steps to give effect to the events and actions set out in Clause 3.1, subject to any modifications made at the direction of New NV and PLC in writing pursuant to and in accordance with the Agreement. 4 Deposited Shares 4.1 The Nominee shall be entitled to refuse to accept any Shares: whenever Computershare is notified in writing by or on behalf of PLC or New NV in accordance with the Agreement that PLC or New NV (as applicable) has restricted the transfer thereof to comply with ownership restrictions under applicable law or under any binding contractual provision; whenever Computershare is notified in writing by or on behalf of PLC or New NV in accordance with the Agreement that such deposit would or might result in the contravention of any applicable law; if it reasonably believes that any relevant transfer is invalid or ineffective to pass title in the Shares under any applicable law or regulation; or if such action is deemed necessary or advisable by the Nominee at any time or from time to time because of any requirement of any applicable law or of any government or governmental authority, body or agency or any regulatory authority or the Operator, or under any provision of this Deed or for any other reason. 5 Termination This Deed shall terminate immediately upon termination of the Agreement in accordance with its terms. 6 Transfers of Deposited Shares 6.1 Subject to the provisions of this Deed and save as otherwise required by law, the Nominee shall only transfer the Deposited Shares: upon confirmation from Computershare that Computershare has received an executed Instruction in accordance with the Agreement; or to a Beneficiary (and not to any third party), upon receipt by Computershare on behalf of the Nominee of a valid instruction in writing from a Beneficiary that it wishes to have transferred to that Beneficiary the relevant Deposited Shares in such form as may be prescribed and/or accepted by Computershare from time to time, together 6

8 with evidence of the Beneficiary s right to have transferred to it the relevant Deposited Shares in the form of a share certificate for PLC Shares or a statement derived from the CREST System showing the Beneficiary s holding of PLC Shares (or such other evidence of the Beneficiary s right to be transferred the relevant Deposited Shares as may be accepted by the Nominee from time to time); or if the Agreement is terminated in accordance with its terms, upon the instruction of Computershare in accordance with the terms of the Agreement. 6.2 Save in respect of a transfer of the Deposited Shares pursuant to the Euroclear Transfer, the Nominee shall not be required to make arrangements for the transfer of any Deposited Shares during any period when Euroclear Netherlands or the CREST system is closed. 7 Notices 7.1 A notice, instruction or other communication to the Nominee in connection with this Deed, including pursuant to Clause 6.1.2, (each, a Notice ) shall be: in writing; in English; and delivered by hand, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company. 7.2 A Notice shall be sent to each of the following individuals at the following address, or such other person(s) or address as the Nominee may notify to the Beneficiaries from time to time: c/o Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS13 8AE Attention: Charles Hodge Cross Border Solutions Director Claire Porter-Bryant Legal Counsel 7.3 A Notice shall be effective upon receipt and shall be deemed to have been received: at 9.00 am on the second Business Day after posting; at 9.00am on the first Business Day after the time of delivery, if delivered by hand or courier. 8 Governing Law and Jurisdiction 8.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Deed. 7

9 This Deed has been delivered on the date first stated above. SIGNED as a DEED by COMPUTERSHARE SERVICES NOMINEES LIMITED acting by a Director in the presence of. Witness s signature Name Address Occupation

10 Schedule 1 Permitted Territories 1. UK 2. Argentina 3. Austria 4. Belgium 5. Botswana 6. Brazil 7. Bulgaria 8. Chile 9. Croatia 10. Cyprus 11. Czech Republic 12. Denmark 13. Estonia 14. Finland 15. France 16. Germany 17. Gibraltar 18. Greece 19. Guernsey 20. Guinea 21. Hong Kong 22. Hungary 23. Iceland 24. Indonesia 25. Ireland 26. Isle of Man 27. Italy 28. Jersey 29. Latvia 30. Liechtenstein 31. Lithuania 9

11 32. Luxembourg 33. Malta 34. Mexico 35. Namibia 36. Netherlands 37. Norway 38. Paraguay 39. Peru 40. Poland 41. Portugal 42. Romania 43. Slovakia 44. Slovenia 45. South Africa 46. Republic of Korea (South Korea) 47. Spain 48. Sweden 49. Switzerland 50. Taiwan 10