Q&A Termination of depositary receipt structure

General

  1. Why has Stichting Administratiekantoor Unilever N.V. (the "Trust Office") proposed to terminate the depositary receipts structure (the DR Structure)?

    Please refer to the information included in the agenda with explanatory notes for the meeting of holders of depositary receipts of ordinary shares in Unilever N.V. held on 26 June 2019, which information is available on the website of the Trust Office (www.administratiekantoor-unilever.nl).

  2. What will I receive upon the termination of the DR Structure becoming effective?

    Upon effectiveness of the termination of the DR Structure, each depositary receipt will entitle its holder to receive one (1) ordinary share in Unilever N.V. (an Ordinary NV Share).

  3. Book-entry depositary receipts: How will my current book-entry depositary receipts be exchanged for Ordinary NV Shares if my depositary receipts are held through a bank or a broker?

    After the effectiveness of the termination of the DR Structure (i.e. on 28 June 2019 after close of trading on Euronext Amsterdam); each outstanding book-entry depositary receipt will be automatically exchanged for one Ordinary NV Share. The exchange will be registered by the relevant banks and brokers, replacing the book-entry depositary receipts with the equivalent number of Ordinary NV Shares in the account statement of the relevant (former) depositary receipt holders.

    You will receive or should seek information from the bank or broker holding your book-entry depositary receipts concerning the exchange of your book-entry depositary receipts for Ordinary NV Shares.

  4. Non-book entry depositary receipts: How will my current non-book entry depositary receipts be exchanged for Ordinary NV Shares?

    At the time of this announcement, a limited number of non-book entry depositary receipts are outstanding of which the bearer certificates issued by N.V. Nederlandsch Administratie- en Trustkantoor, the predecessor of the Trust Office, have not been handed in. In accordance with articles 5 and 13 of the trust conditions of the Trust Office, during a period of two years after the date when the effectiveness of the termination of the DR Structure will be announced (the exact date of which will be announced by the Trust Office after the meeting of holders of depositary receipts referred to in 1. above), holders of bearer certificates may cancel their non-book entry depositary receipts by exchanging their bearer certificates for Ordinary NV Shares. With such exchange, the holders will also receive an amount equal to any dividends paid on the relevant underlying Ordinary NV Shares in the five years previous to such exchange of the bearer certificates.

    You should contact IQ EQ Custody B.V., the Trust Office’s administration agent, concerning the exchange of your bearer certificates / non book-entry depositary receipts for Ordinary NV Shares at +31 20 5222 555 or registers@iqeq.com.

  5. Will I have to pay brokerage commissions in connection with the exchange of my depositary receipts?

    You will not have to pay brokerage commissions to the Trust Office or Unilever N.V. as a result of the exchange of your depositary receipts into Ordinary NV Shares in connection with the termination of the DR Structure. If your (book-entry) depositary receipts are held through a bank or broker, you should consult with such bank or broker as to whether or not such bank or broker may charge any transaction fee or service charge in connection with the exchange of depositary receipts in connection with the termination of the DR Structure.

  6. What will be the last trading day of the (book-entry) depositary receipts and when will I be able to the first trade in the Ordinary NV Shares following exchange of the (book-entry) depositary receipts?

    The DR Structure will be terminated on 28 June 2019 after close of trading on Euronext Amsterdam and accordingly, 28 June 2019 will be the last date that (book-entry) depositary receipts can be traded. Thereafter, only Ordinary NV Shares will be traded, which shares will get the Euronext ticker symbol (“UNA”) and the ISIN code NL0000388619.

Tax

  1. What are the material tax consequences of the termination of the DR Structure to depositary receipt holders?

    The tax regime for holders of depositary receipts will in principle not change as a result of the termination of the DR Structure. However, the tax consequences of the termination of the DR Structure for any particular depositary receipt holder will depend on the depositary receipt holder’s particular facts and circumstances. Accordingly, holders of depositary receipts are urged to consult their tax advisors to determine the tax consequences of the termination of the DR Structure to them in light of their particular circumstances, including the effect of any state, local or national law.

Other questions

  1. Where can I find further information on the proposed termination of the DR Structure?

    Further information is available on the website of the Trust Office (www.administratiekantoor-unilever.nl).

  2. Who can help answer my questions?

    If you have any further questionsdz about the termination of the depositary receipts structure, please contact IQ EQ Custody B.V., the Trust Office’s administration agent, at +31 20 5222 555 or registers@iqeq.com.

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