Information for Unilever NV Shareholders and Holders of NV Depositary Receipts SIMPLIFICATION OF UNILEVER

Transcription

1 Information for Unilever NV Shareholders and Holders of NV Depositary Receipts SIMPLIFICATION OF UNILEVER

2 BUILDING THE UNILEVER OF THE FUTURE by Marijn Dekkers DISCLAIMER 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, lawyer, accountant, tax adviser or other appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your shares in Unilever NV, 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 is not a summary of the changes that are proposed to be made to Unilever NV and Unilever PLC as part of simplification and should not be regarded as a substitute for reading the full notice for the NV EGM and the NV Shareholder Circular. The purpose of this document is to provide shareholders with an introduction to the proposal and assist with completing the form of proxy for voting at the NV EGM lodging their votes. The notice for the NV EGM and NV Shareholder Circular should be read in full before making any decision. This document has not been reviewed or approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) or any other regulatory authority and has not been produced for the purposes of the Dutch, US or European securities laws. This document does not form part of the notice for the NV EGM, the NV Shareholder Circular or the EU Prospectus (as defined in the NV Shareholder Circular) issued in connection with the transactions contemplated herein and which is available at IMPORTANT INFORMATION Capitalised terms used below but not defined in this document have the meanings given to them in the NV Shareholder Circular. This document is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933 (the Securities Act ), or an exemption therefrom. In connection with simplification, New Unilever NV has filed a Registration Statement, which includes a prospectus with respect to the Dutch Merger and simplification. The final prospectus, will be delivered to shareholders of Unilever NV with a registered address in the United States and holders of Unilever NV New York registry shares. New Unilever NV also expects to issue ordinary shares to security holders of Unilever PLC pursuant to the UK Scheme in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) for which it will not file a registration statement. Unilever PLC intends to send or otherwise disseminate a scheme circular and other relevant documents with respect to the UK Scheme and simplification to security holders of Unilever PLC. The release, publication or distribution of this document in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this document is released, published or distributed should inform themselves about and observe such restrictions. SHAREHOLDERS AND SECURITY HOLDERS OF UNILEVER NV ARE URGED TO READ THE PROSPECTUS REGARDING THE PROPOSED MERGER AND SIMPLIFICATION CAREFULLY AND IN ITS ENTIRETY, INCLUDING THE EXHIBITS THERETO AND ANY DOCUMENTS PREVIOUSLY FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT UNILEVER, THE PROPOSED MERGER AND SIMPLIFICATION. SHAREHOLDERS AND SECURITY HOLDERS OF UNILEVER PLC ARE ADVISED TO READ THE SCHEME CIRCULAR AND OTHER RELEVANT DOCUMENTS REGARDING THE PROPOSED SCHEME AND SIMPLIFICATION CAREFULLY AND IN ITS ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UNILEVER, THE PROPOSED SCHEME AND SIMPLIFICATION. Shareholders and security holders will be able to obtain free copies of the prospectus, as well as other filings containing information about New Unilever NV, Unilever PLC and Unilever NV, without charge, at the SEC s website at Shareholders may also obtain these documents, without charge, from Unilever s website at Shareholders and security holders will be able to obtain free copies of the UK Scheme circular by going to Unilever s website, This document does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. An offer will not be made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, if an offer is made, New Unilever NV may, in its sole discretion, take such action as it may deem necessary to extend an offer in any such jurisdiction. This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is not an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended. Any purchase of securities of New Unilever NV should only be made on the basis of information that will be contained in the EU Prospectus to be issued in due course in connection with the proposed admission of ordinary shares in the capital of New Unilever NV to (i) listing and trading on Euronext in Amsterdam (ii) the Official List of the United Kingdom Listing Authority and (iii) trading on the LSE s Main Market, and to be approved by the AFM and passported to the United Kingdom, and any supplement or amendment thereto. The EU Prospectus will contain detailed information about New Unilever NV and its management, as well as financial statements and other financial data. The EU Prospectus, when published, will be available at at no cost. It may be unlawful to distribute these materials in certain jurisdictions. 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 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. Shareholders will be issued one new ordinary share in New Unilever NV for each NV ordinary share that they hold. 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 Amsterdam, London and New York Listing on Euronext in Amsterdam and trading in Euros Listing on the London Stock Exchange, where we will seek a premium listing, and trading in British Pounds 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 NV shareholders and NV NYRS holders who hold their shares or NYRS as an investment and who are resident in the Netherlands, UK or US on exchange of their NV shares or NV NYRSs for New Unilever NV shares or New Unilever NV 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 NV vote independently of shareholders of PLC 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 1% in NV and 5% in PLC) 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 10% in NV to request and 5% in PLC to require 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 50% for NV and 75% for PLC) Information for Unilever NV Shareholders and Holders of NV Depositary Receipts 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 of the NV Shareholder Circular. 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 NV shareholder or current NV depositary receipt holder you are requested to vote on the proposal to approve simplification. If you are a current NV depositary receipt holder, you are also requested to vote on the proposal to terminate the depositary receipt structure. Further details on how to vote are set out on pages below and in the NV Shareholder Circular. Q: What will happen to my NV shares if the proposal is approved? A: NV shareholders and NV depositary receipt holders will receive one ordinary share in the capital of New Unilever NV, with no further action required. After simplification, you will have an interest in the same number of shares in New Unilever NV as you hold in NV. Similarly, one New Unilever NV ADS will be issued for each existing NV NYRS held indirectly (through DTC) at the time of implementation. For each existing NV NYRS held directly at the time of implementation, one ordinary share in New Unilever NV will be issued unless these direct NV NYRS holders elect to receive a New Unilever NV ADS. Q: Will I be paid dividends in EUR, GBP or USD? A: Unilever will continue to report its earnings and declare dividends in Euros, as we have done for many years. 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: What are the tax consequences for Unilever NV shareholders when they receive or transfer shares in New Unilever NV? A: No tax is generally expected to arise for NV shareholders or NV NYRS holders who hold their shares or NYRSs as an investment and who are resident in the Netherlands, UK or US on exchange of their NV shares or NV NYRSs for New Unilever NV ordinary shares or New Unilever NV ADSs. Q: Will Unilever maintain the American Depositary Shares or New York Registry Shares on completion? A: Unilever will maintain a single US ADS programme following implementation. The type of security that NV NYRS shareholders will receive (either New Unilever NV ordinary shares or New Unilever NV ADSs) will depend on whether their NV NYRSs are held directly or indirectly (through DTC) at the time of implementation. Please see pages of the NV Shareholder Circular for more information. Q: What will happen to my NV shares that are held as depositary receipts? A: If, as intended, the depositary receipt structure is terminated, your depositary receipt will be cancelled, and you will receive a share in New Unilever NV on completion of simplification. Q: Will the share price be quoted in EUR, GBP or USD? A: Shares in Amsterdam will be quoted and traded in EUR, in London in GBP and in New York in USD. Q: If I sell my New Unilever NV shares will I receive EUR, GBP or USD? A: If you sell on Euronext in Amsterdam, you will receive EUR. If you sell on the London Stock Exchange, you will receive GBP. If you sell ADSs on the New York Stock Exchange, you will receive USD. Q: Where can I find more information? A: The full shareholder documentation, including the formal notice for the NV EGM, the NV Shareholder Circular, the Merger Proposal and the EU Prospectus, which contain more detailed information than this summary brochure, is available on If you have any questions relating to the actions available to you, the NV Shareholder Circular or the process for voting at the NV EGM, please use the helplines set out on the last page of this document. 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. 8 SIMPLIFICATION OF UNILEVER Information for Unilever NV Shareholders and Holders of NV Depositary Receipts 9

6 ACTIONS TO BE TAKEN How do I vote? 1. Exercising your vote in relation to simplification You can submit your voting instructions electronically via By doing so, voting instructions are given to Mr M.J. Meijer c.s. Notarissen, in Amsterdam, to cast your vote at the NV Extraordinary General Meeting. Voting instructions can be given until 5.30 p.m. (Amsterdam time) on 18th October Exercising your vote in relation to the termination of the depositary receipt structure You can submit your voting instructions electronically via By doing so, voting instructions are given to the chairman of the NV depositary receipt holders meeting to cast your vote at the NV depositary receipt holders meeting. Voting instructions can be given until 5.30 p.m. (Amsterdam time) on 18th October 2018 NV shareholders and depositary receipt holders meetings 25th October 2018 NV Meetings to be held in Rotterdam Two separate NV Meetings will be held at the offices of Unilever NV at Weena 455 in Rotterdam, the Netherlands on 25th October a.m. (Amsterdam time) for the NV Extraordinary General meeting The NV Extraordinary General Meeting will consider a resolution to approve simplification, including the Dutch Merger. The formal notice for the NV EGM is available on Further information on how to vote Please refer to the full NV Shareholder Circular and the Dutch Merger Proposal for more detail. Both documents are available on If you would like to attend the NV Extraordinary General Meeting in person or by proxy, please refer for more information to the formal notice that is available at If you would like to attend the NV depositary receipt holders meeting in person or by proxy, please refer for more information to the formal notice that has been made available by the board of the NV Trust office at and is also available on If you do not wish to attend the NV Meetings you need to take no further action after submitting your voting instructions. Submitting these instructions will not prevent you from attending and voting at the NV Meetings. If you are a holder of registered shares in the shareholders register, you will be approached by SGG Financial Services B.V. ( SGG ) individually. A written notification to attend the NV EGM, your completed voting instruction form or your written power of attorney must be received by SGG by 5.30 p.m. (Amsterdam time) on 18th October The Board unanimously recommends that you vote in favour of Simplification, including the Dutch Merger, and urges you to either attend and vote at the EGM or render your voting instructions electronically no later than 18th October a.m. (Amsterdam time) for the NV depositary receipt holders meeting This is a meeting of depositary receipt holders. It will consider a resolution to approve the termination of the depositary receipt structure. The formal notice for the NV depositary receipt holders meeting has been made available by the board of the NV Trust Office at and is also available on The Board unanimously recommends that you vote in favour of the termination of the depositary receipt structure and urges you to either attend and vote at the NV depositary receipt holders meeting or render your voting instructions electronically no later than 18th October SIMPLIFICATION OF UNILEVER Information for Unilever NV Shareholders and Holders of NV Depositary Receipts 11

7 SHAREHOLDER HELPLINES: 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. 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. 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 NV Weena AL Rotterdam T: +31 (0) Unilever PLC 100 Victoria Embankment London EC4Y 0DY T: +44 (0)