September 11, 2018
Meeting of holders of depositary receipts of ordinary shares Unilever N.V.
Thursday 25 October 2018 at 10.30 hours, Amsterdam time, a meeting is scheduled for holders of depositary receipts of ordinary shares Unilever N.V.
In addition to the discussion of the annual report and annual accounts, three specific items will be discussed with the holders of depositary receipts, during this meeting:
Voting intention for Unilever N.V. extraordinary general meeting
On 15 March 2018, the boards of Unilever N.V. ("NV") and Unilever PLC ("PLC") announced their intention to simplify the Unilever Group's dual-parent structure ("Simplification") under a new single parent company, Unilever International Holdings N.V., to be renamed Unilever N.V. ("New NV").
Simplification requires approval from both the NV general meeting and the PLC general meeting. The NV general meeting will vote on one resolution in relation to Simplification: to approve Simplification, which includes the resolution to (i) enter into the triangular legal merger as a result of which NV shareholders will become shareholders in New NV, and (ii) terminate the Equalisation Agreement.
Through this announcement, the Foundation Unilever N.V. Trust Office ("Trust Office") communicates its intention to vote in favour of the abovementioned resolution with respect to Simplification at the general meeting of NV. (the full text of this voting intention can be found under Meeting of holders of depositary receipts 2018).
Termination of the depositary receipt structure
The Boards of NV and PLC indicated the desire that as part of Simplification, the current NV depositary receipt structure will be terminated.
In light of the fact that following Simplification, NV will have been merged into Unilever International Holding B.V. (being a subsidiary of New NV) against the issuance of ordinary shares in New NV, the Trust Office’s purpose as a trust office holding ordinary shares in NV can be deemed to have ended.
The Trust Office board intends to resolve to terminate the NV depositary receipt structure (opheffing van de administratie) in accordance with Article 13 of the Trust Office’s trust conditions (as amended), such under the conditions precedent (opschortende voorwaarden) of the respective NV and PLC general meetings having adopted the respective resolutions relating to Simplification and NV having confirmed to the Trust Office board in writing that Simplification will be implemented (more information can be found under Meeting of holders of depositary receipts 2018).
Amendment of the trust conditions
The board of the Trust Office intends to change the 'Conditions of Administration for the ordinary and 7% cumulative preference shares in Unilever NV', pursuant to article 14.1 of these trust conditions (the text of the new trust conditions and explanatory notes to the changes can also be found under Meeting of holders of depositary receipts 2018.) The board of the Trust Office will decide on the change of the trust conditions as soon as the conditions as set out in the notes are met and therefore no earlier than on 27 October 2018.
All relevant documents that will be dealt with in this meeting of depositary receipt holders can be found under the chapter Meeting of holders of depositary receipts 2018.