At the general meetings of shareholders of Unilever N.V. of 12 May 2004 and 10 May 2005, the Dutch Corporate Governance Code (the 'Dutch Code') was considered. At these meetings it was noted that the arrangements relating to the issuance of depositary receipts for shares (certificering) at Unilever N.V. (although almost fully complying with the Dutch Code) departed from the recommendations of the Dutch Code in one or two respects. In particular the entity then acting as trust office, N.V. Nederlandsch Administratie- en Trustkantoor ('Nedamtrust') was a public limited company ('naamloze vennootschap'), which management board members were, as a consequence of Dutch law, appointed by Nedamtrust's body of shareholders.
Under the Dutch Code however, a trust office is obliged to have a board, with the discretion to appoint its own members. To remedy this, it was announced in the meeting of shareholders of Unilever N.V. of 12 May 2004 that Unilever N.V. anticipated that in 2005 proposals aimed at further compliance with the Dutch Code would be submitted to the holders of depositary receipts. In view of this proposal, the meeting of the holders of depositary receipts for Unilever N.V. shares, issued by Nedamtrust, resolved on 13 October 2005 to transfer the administration of the Unilever N.V. shares to a new independent trust office, "Stichting Administratiekantoor Unilever" (Foundation Unilever Trust Office). At that same occasion, the meeting also expressed its confidence in the new management board of the Foundation Unilever Trust Office.