TIDMULVR TIDM0NXN
RNS Number : 2582R
Unilever PLC
26 June 2020
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERSARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
UNILEVER N.V.
(incorporated with limited liability in The Netherlands and
having its corporate seat in Rotterdam, The Netherlands)
and
UNILEVER PLC
(incorporated with limited liability in England and Wales)
(each, an "Issuer" and together, the " Issuers " )
NOTICE OF SEPARATE MEETINGS
of the holders of the following Notes:
Principal Applicable Applicable
Issuer Guarantor ISIN Description amount outstanding Trust Deed Time
------- ---------- ------------- --------------------- -------------------- ------------ -----------
DIP Notes
----------------------------------------------------------------------------------------------------------
NV PLC, UNUS XS1654191623 EUR500,000,000 EUR500,000,000 2016 Trust 9:30 a.m.
0.000 per cent. Deed
Notes due July
2021
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1178970106 EUR750,000,000 EUR750,000,000 2014 Trust 9:35 a.m.
0.500 per cent. Deed
Notes due February
2022
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1566100977 EUR600,000,000 EUR600,000,000 2016 Trust 9:40 a.m.
0.375 per cent. Deed
Notes due February
2023
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1241577490 EUR500,000,000 EUR500,000,000 2015 Trust 9:45 a.m.
1.000 per cent. Deed
Notes due June
2023
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1769090728 EUR500,000,000 EUR500,000,000 2016 Trust 9:50 a.m.
0.500 per cent. Deed
Notes due August
2023
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1403014936 EUR500,000,000 EUR500,000,000 2016 Trust 9:55 a.m.
0.500 per cent. Deed
Notes due April
2024
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS2147133495 EUR1,000,000,000 EUR1,000,000,000 2019 Trust 10:00 a.m.
1.250 per cent. Deed
Notes due March
2025
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1654192191 EUR650,000,000 EUR650,000,000 2016 Trust 10:05 a.m.
0.875 per cent. Deed
Notes due July
2025
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1769090991 EUR700,000,000 EUR700,000,000 2016 Trust 10:10 a.m.
1.125 per cent. Deed
Notes due February
2027
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1566101603 EUR600,000,000 EUR600,000,000 2016 Trust 10:15 a.m.
1.000 per cent. Deed
Notes due February
2027
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1403015156 EUR700,000,000 EUR700,000,000 2016 Trust 10:20 a.m.
1.125 per cent. Deed
Notes due April
2028
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1654192274 EUR750,000,000 EUR750,000,000 2016 Trust 10:25 a.m.
1.375 per cent. Deed
Notes due July
2029
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS2147133578 EUR1,000,000,000 EUR1,000,000,000 2019 Trust 10:30 a.m.
1.750 per cent. Deed
Notes due March
2030
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1769091296 EUR800,000,000 EUR800,000,000 2016 Trust 10:35 a.m.
1.625 per cent. Deed
Notes due February
2033
------- ---------- ------------- --------------------- -------------------- ------------ -----------
PLC NV, UNUS XS1560644830 GBP350,000,000 GBP350,000,000 2016 Trust 10:40 a.m.
1.125 per cent. Deed
Notes due February
2022
------- ---------- ------------- --------------------- -------------------- ------------ -----------
PLC NV, UNUS XS1684780031 GBP250,000,000 GBP250,000,000 2016 Trust 10:45 a.m.
1.375 per cent. Deed
Notes due September
2024
------- ---------- ------------- --------------------- -------------------- ------------ -----------
PLC NV, UNUS XS2008921277 GBP500,000,000 GBP500,000,000 2019 Trust 10:50 a.m.
1.500 per cent. Deed
Notes due July
2026
------- ---------- ------------- --------------------- -------------------- ------------ -----------
PLC NV, UNUS XS1684780205 GBP250,000,000 GBP250,000,000 2016 Trust 10:55 a.m.
1.875 per cent. Deed
Notes due September
2029
------- ---------- ------------- --------------------- -------------------- ------------ -----------
PLC NV, UNUS XS2008925344 EUR650,000,000 EUR650,000,000 2019 Trust 11:00 a.m.
1.500 per cent. Deed
Notes due June
2039
------- ---------- ------------- --------------------- -------------------- ------------ -----------
Standalone Notes
----------------------------------------------------------------------------------------------------------
NV PLC, UNUS XS1873208950 EUR650,000,000 EUR650,000,000 2025 Bonds 11:05 a.m.
0.500 per cent. Trust Deed
Bonds due January
2025
------- ---------- ------------- --------------------- -------------------- ------------ -----------
NV PLC, UNUS XS1873209172 EUR650,000,000 EUR650,000,000 2030 Bonds 11:10 a.m.
1.375 per cent. Trust Deed
Bonds due September
2030
------- ---------- ------------- --------------------- -------------------- ------------ -----------
(each a "Series" and together the "Notes").
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of, in
the case of the DIP Notes, The Eighth Schedule or, in the case of
the Standalone Notes, Schedule 3, in each case of the Applicable
Trust Deed in respect of each Series (as set out in the table
above), separate meetings (each a "Meeting" and together the
"Meetings") of the holders of each Series (the "Noteholders")
convened by Unilever N.V. ("NV") or Unilever PLC ("PLC") as Issuer,
as the case may be, will be held via videoconference on 22 July
2020 at the Applicable Time in respect of each Series (as set out
in the table above) for the purpose of considering and, if thought
fit, passing the applicable resolution set out below, which will be
proposed as an Extraordinary Resolution at the relevant Meeting in
accordance with the provisions for the meetings of Noteholders set
out, in the case of the DIP Notes, in The Eighth Schedule or, in
the case of the Standalone Notes, in Schedule 3, in each case of
the Applicable Trust Deed.
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice of Meetings shall have the meaning
given in the Applicable Trust Deed, the terms and conditions of the
Notes of the relevant Series (the "Conditions") or the relevant
Extraordinary Resolution, as applicable.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 0.000 PER CENT. NOTES DUE JULY
2021
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 0.000 per cent. Notes
due July 2021 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed,
to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR750,000,000 0.500 PER CENT. NOTES DUE
FEBRUARY 2022
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR750,000,000 0.500 per cent. Notes
due February 2022 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Nineteenth Supplemental Trust Deed
dated 2 May 2014 (the "Trust Deed") and made between the Issuer,
the Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 30 January 2015 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR600,000,000 0.375 PER CENT. NOTES DUE
FEBRUARY 2023
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR600,000,000 0.375 per cent. Notes
due February 2023 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 10 February 2017 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 1.000 PER CENT. NOTES DUE JUNE
2023
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 1.000 per cent. Notes
due June 2023 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twentieth Supplemental Trust Deed dated 1 May
2015 (the "Trust Deed") and made between the Issuer, the Guarantors
and The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 1 June 2015 (the "Conditions") and (b) the Trust Deed,
to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 0.500 PER CENT. NOTES DUE
AUGUST 2023
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 0.500 per cent. Notes
due August 2023 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 0.500 PER CENT. NOTES DUE APRIL
2024
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 0.500 per cent. Notes
due April 2024 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 April 2016 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR1,000,000,000 1.250 PER CENT. NOTES DUE
MARCH 2025
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR1,000,000,000 1.250 per cent. Notes
due March 2025 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 23 March 2020 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 0.875 PER CENT. NOTES DUE JULY
2025
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 0.875 per cent. Notes
due July 2025 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed,
to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR700,000,000 1.125 PER CENT. NOTES DUE
FEBRUARY 2027
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR700,000,000 1.125 per cent. Notes
due February 2027 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR600,000,000 1.000 PER CENT. NOTES DUE
FEBRUARY 2027
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR600,000,000 1.000 per cent. Notes
due February 2027 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 10 February 2017 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR700,000,000 1.125 PER CENT. NOTES DUE APRIL
2028
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR700,000,000 1.125 per cent. Notes
due April 2028 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 April 2016 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR750,000,000 1.375 PER CENT. NOTES DUE JULY
2029
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR750,000,000 1.375 per cent. Notes
due July 2029 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed,
to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR1,000,000,000 1.750 PER CENT. NOTES DUE
MARCH 2030
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR1,000,000,000 1.750 per cent. Notes
due March 2030 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 23 March 2020 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR800,000,000 1.625 PER CENT. NOTES DUE
FEBRUARY 2033
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR800,000,000 1.625 per cent. Notes
due February 2033 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Meetings and
(iii) the waiver of any Default that has arisen or would otherwise
arise in respect of the Notes as a result of or in connection with
any or all of the NV Demerger, the Unification, the Issuer
Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP350,000,000 1.125 PER CENT. NOTES DUE
FEBRUARY 2022
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP350,000,000 1.125 per cent. Notes
due February 2022 (the "Notes") of Unilever PLC (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever N.V. and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the release of NV from its obligations as a
Guarantor under the Notes and the Trust Deed (the "Guarantor
Release"), (ii) the modification of (a) the terms and conditions of
the Notes, as set out in The Fourth Schedule to the Trust Deed and
as completed by the Final Terms applicable to the Notes dated 1
February 2017 (the "Conditions") and (b) the Trust Deed, to include
certain amendments in relation to the Guarantor Release and
Unification as described in the form of supplemental trust deed in
Schedule II of the Notice of Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors and the Trustee to execute a
supplemental trust deed to effect the release and modifications
referred to in paragraph 1 of this Extraordinary Resolution, in the
form or substantially in the form set out in Schedule II of the
Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors and the Trustee to execute and to
do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the release, modifications and waivers referred
to in this Extraordinary Resolution including, without limitation,
the execution of any supplemental agency agreement in respect of
the Notes, in the form or substantially in the form made available
to Noteholders for inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, release, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the release, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the release,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the release,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of NV and the Issuer;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between the
Issuer and NV carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV" means Unilever N.V.;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"Shareholder Resolutions" means the resolutions of NV
shareholders and the Issuer's shareholders to approve the
Cross-Border Merger, the NV Demerger and certain other steps
relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which the Issuer
will become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, NV, the Issuer and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, the Issuer and its group companies
(being those companies required to be consolidated in accordance
with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP250,000,000 1.375 PER CENT. NOTES DUE
SEPTEMBER 2024
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP250,000,000 1.375 per cent. Notes
due September 2024 (the "Notes") of Unilever PLC (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever N.V. and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the release of NV from its obligations as a
Guarantor under the Notes and the Trust Deed (the "Guarantor
Release"), (ii) the modification of (a) the terms and conditions of
the Notes, as set out in The Fourth Schedule to the Trust Deed and
as completed by the Final Terms applicable to the Notes dated 13
September 2017 (the "Conditions") and (b) the Trust Deed, to
include certain amendments in relation to the Guarantor Release and
Unification as described in the form of supplemental trust deed in
Schedule II of the Notice of Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors and the Trustee to execute a
supplemental trust deed to effect the release and modifications
referred to in paragraph 1 of this Extraordinary Resolution, in the
form or substantially in the form set out in Schedule II of the
Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors and the Trustee to execute and to
do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the release, modifications and waivers referred
to in this Extraordinary Resolution including, without limitation,
the execution of any supplemental agency agreement in respect of
the Notes, in the form or substantially in the form made available
to Noteholders for inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, release, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the release, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the release,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the release,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of NV and the Issuer;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between the
Issuer and NV carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV" means Unilever N.V.;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"Shareholder Resolutions" means the resolutions of NV
shareholders and the Issuer's shareholders to approve the
Cross-Border Merger, the NV Demerger and certain other steps
relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which the Issuer
will become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, NV, the Issuer and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, the Issuer and its group companies
(being those companies required to be consolidated in accordance
with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP500,000,000 1.500 PER CENT. NOTES DUE JULY
2026
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP500,000,000 1.500 per cent. Notes
due July 2026 (the "Notes") of Unilever PLC (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
N.V. and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the release of NV from its obligations as a
Guarantor under the Notes and the Trust Deed (the "Guarantor
Release"), (ii) the modification of (a) the terms and conditions of
the Notes, as set out in The Fourth Schedule to the Trust Deed and
as completed by the Final Terms applicable to the Notes dated 7
June 2019 (the "Conditions") and (b) the Trust Deed, to include
certain amendments in relation to the Guarantor Release and
Unification as described in the form of supplemental trust deed in
Schedule II of the Notice of Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors and the Trustee to execute a
supplemental trust deed to effect the release and modifications
referred to in paragraph 1 of this Extraordinary Resolution, in the
form or substantially in the form set out in Schedule II of the
Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors and the Trustee to execute and to
do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the release, modifications and waivers referred
to in this Extraordinary Resolution including, without limitation,
the execution of any supplemental agency agreement in respect of
the Notes, in the form or substantially in the form made available
to Noteholders for inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, release, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the release, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the release,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the release,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of NV and the Issuer;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between the
Issuer and NV carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV" means Unilever N.V.;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"Shareholder Resolutions" means the resolutions of NV
shareholders and the Issuer's shareholders to approve the
Cross-Border Merger, the NV Demerger and certain other steps
relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which the Issuer
will become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, NV, the Issuer and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, the Issuer and its group companies
(being those companies required to be consolidated in accordance
with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP250,000,000 1.875 PER CENT. NOTES DUE
SEPTEMBER 2029
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP250,000,000 1.875 per cent. Notes
due September 2029 (the "Notes") of Unilever PLC (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever N.V. and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the release of NV from its obligations as a
Guarantor under the Notes and the Trust Deed (the "Guarantor
Release"), (ii) the modification of (a) the terms and conditions of
the Notes, as set out in The Fourth Schedule to the Trust Deed and
as completed by the Final Terms applicable to the Notes dated 13
September 2017 (the "Conditions") and (b) the Trust Deed, to
include certain amendments in relation to the Guarantor Release and
Unification as described in the form of supplemental trust deed in
Schedule II of the Notice of Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors and the Trustee to execute a
supplemental trust deed to effect the release and modifications
referred to in paragraph 1 of this Extraordinary Resolution, in the
form or substantially in the form set out in Schedule II of the
Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors and the Trustee to execute and to
do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the release, modifications and waivers referred
to in this Extraordinary Resolution including, without limitation,
the execution of any supplemental agency agreement in respect of
the Notes, in the form or substantially in the form made available
to Noteholders for inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, release, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the release, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the release,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the release,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of NV and the Issuer;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between the
Issuer and NV carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV" means Unilever N.V.;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"Shareholder Resolutions" means the resolutions of NV
shareholders and the Issuer's shareholders to approve the
Cross-Border Merger, the NV Demerger and certain other steps
relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which the Issuer
will become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, NV, the Issuer and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, the Issuer and its group companies
(being those companies required to be consolidated in accordance
with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 1.500 PER CENT. NOTES DUE JUNE
2039
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 1.500 per cent. Notes
due June 2039 (the "Notes") of Unilever PLC (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
N.V. and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the release of NV from its obligations as a
Guarantor under the Notes and the Trust Deed (the "Guarantor
Release"), (ii) the modification of (a) the terms and conditions of
the Notes, as set out in The Fourth Schedule to the Trust Deed and
as completed by the Final Terms applicable to the Notes dated 7
June 2019 (the "Conditions") and (b) the Trust Deed, to include
certain amendments in relation to the Guarantor Release and
Unification as described in the form of supplemental trust deed in
Schedule II of the Notice of Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors and the Trustee to execute a
supplemental trust deed to effect the release and modifications
referred to in paragraph 1 of this Extraordinary Resolution, in the
form or substantially in the form set out in Schedule II of the
Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors and the Trustee to execute and to
do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the release, modifications and waivers referred
to in this Extraordinary Resolution including, without limitation,
the execution of any supplemental agency agreement in respect of
the Notes, in the form or substantially in the form made available
to Noteholders for inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, release, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the release, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the release,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the release,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of NV and the Issuer;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between the
Issuer and NV carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV" means Unilever N.V.;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"Shareholder Resolutions" means the resolutions of NV
shareholders and the Issuer's shareholders to approve the
Cross-Border Merger, the NV Demerger and certain other steps
relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which the Issuer
will become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, NV, the Issuer and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, the Issuer and its group companies
(being those companies required to be consolidated in accordance
with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 0.500 PER CENT. BONDS DUE
JANUARY 2025
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 0.500 per cent. Bonds
due January 2025 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 4
September 2018 (the "Trust Deed") and made between, inter alia, the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in Schedule 1 to the Trust Deed
(the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule III
of the Notice of Meetings and (iii) the waiver of any Default that
has arisen or would otherwise arise in respect of the Notes as a
result of or in connection with any or all of the NV Demerger, the
Unification, the Issuer Substitution or the Cross-Border
Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule III of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 1.375 PER CENT. BONDS DUE
SEPTEMBER 2030
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 1.375 per cent. Bonds
due September 2030 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 4
September 2018 (the "Trust Deed") and made between, inter alia, the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in Schedule 1 to the Trust Deed
(the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule III
of the Notice of Meetings and (iii) the waiver of any Default that
has arisen or would otherwise arise in respect of the Notes as a
result of or in connection with any or all of the NV Demerger, the
Unification, the Issuer Substitution or the Cross-Border
Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule III of the Notice of Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Meetings; and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Meetings" means the notice convening the meeting of
the Noteholders dated 26 June 2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
Background
The Issuers have convened the Meetings for the purpose of
enabling the holders of Notes of each Series to consider and
resolve, if they think fit, to pass the Extraordinary Resolution
proposed in relation to the Notes of the relevant Series.
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, PLC, creating a
simpler company, with greater strategic flexibility, that is better
positioned for future success.
It is proposed that Unification will be implemented through the
Cross-Border Merger, as a result of which PLC will become the
single parent company of the Unilever Group.
Prior to the implementation of Unification, New Bond Sub will be
incorporated pursuant to the NV Demerger, which will become
effective shortly before the Cross-Border Merger becomes effective.
New Bond Sub will be a finance company established for the purpose
of raising debt for the Unilever Group and will conduct no business
operations and will have no subsidiaries of its own. As part of the
NV Demerger, the NV Notes will become obligations of New Bond
Sub.
In conjunction with Unification, Unilever intends to seek
approval from the relevant Noteholders of the proposed amendments
set out in this Notice of Meetings (the "Proposed Amendments").
Unilever is seeking approval by the Noteholders of (i) the
substitution of New Bond Sub in place of NV as issuer of the Notes
issued by NV, with the existing guarantees from PLC and UNUS
remaining in force, (ii) the release of NV's obligations as
guarantor of the Notes issued by PLC, with the existing guarantee
from UNUS remaining in force, (iii) such other consequential
amendments to the relevant Conditions as set out in this Notice of
Meetings in order to facilitate such substitution or release, as
applicable, and (iv) the waiver of any event of default that has
arisen or would otherwise arise in respect of the relevant Notes as
a result of or in connection with any or all of the NV Demerger,
the Unification, the Cross-Border Merger, the Issuer Substitution
or Guarantor Release, as applicable.
The Issuer Substitution will be effected pursuant to the NV
Demerger and, to the extent not effected pursuant to the NV
Demerger, pursuant to the applicable Supplemental Trust Deed. The
other Proposed Amendments will be implemented pursuant to
Supplemental Trust Deeds, the forms of which are set out in
Schedules I, II and III hereto, subject to satisfaction of the
conditions listed in paragraph 7 of the relevant Extraordinary
Resolution set out above, which include the occurrence of the NV
Demerger Effective Date.
The implementation of the waivers referred to paragraph 1 of the
relevant Extraordinary Resolution set out above is subject only to
the passing of the relevant Extraordinary Resolution set out above.
The form of the waiver letter pursuant to which such waivers will
be implemented is set out in Schedule IV hereto.
Following Unification, the Unilever Group will produce a set of
consolidated accounts for PLC and its subsidiaries (the
"Consolidated Accounts"). Each of PLC and New Bond Sub will produce
standalone entity financial statements (the "Entity Accounts"),
which are not consolidated accounts. The Entity Accounts together
with the Consolidated Accounts are referred to as the
"Accounts".
It is intended that new debt issued pursuant to Unilever's
European debt issuance programme will have (i) New Bond Sub or PLC
as issuer and (ii) the benefit of guarantees by PLC and UNUS (in
the case of new debt issued by New Bond Sub) or by UNUS only (in
the case of new debt issued by PLC). For the avoidance of doubt,
Unilever Capital Corporation will remain issuer in respect of notes
currently outstanding from Unilever's SEC-registered shelf.
Consent Solicitations
The relevant Issuer has invited eligible holders of the Notes of
each Series (each such invitation a "Consent Solicitation") to
consent to the approval, by Extraordinary Resolution at the
relevant Meeting, of the modification of the Conditions relating to
the relevant Series and certain other matters as described in
paragraph 1 of the relevant Extraordinary Resolution as set out
above, all as further described in the Consent Solicitation
Memorandum (as defined in paragraph 8 of the Extraordinary
Resolutions set out above).
Noteholders may obtain, from the date of this Notice of
Meetings, a copy of the Consent Solicitation Memorandum from the
Tabulation Agent, the contact details for which are set out below.
In order to receive a copy of the Consent Solicitation Memorandum,
a Noteholder will be required to provide confirmation as to his or
her status as a Noteholder.
Pursuant to each Consent Solicitation, each Noteholder from whom
a valid Consent Instruction (as defined in the Consent Solicitation
Memorandum) is received by the Tabulation Agent by the deadline
specified in the Consent Solicitation Memorandum will, subject to
the conditions set out in the Consent Solicitation Memorandum, be
eligible to receive payment of an amount equal to 0.05 per cent. of
the principal amount of the relevant Notes that are the subject of
such Consent Instruction (the "Early Participation Fee"), all as
more fully described in the Consent Solicitation Memorandum.
General
Copies of (i) the relevant Trust Deed (as amended, restated
and/or supplemented as at the issue date of each Series of Notes);
and (ii) the current draft of the supplemental trust deeds,
supplemental agency agreements and the waiver letter as referred to
in each Extraordinary Resolution set out above are also available
for inspection by Noteholders (a) on and from the date of this
Notice of Meetings up to and including the date of the Meetings, at
the specified offices of the Tabulation Agent during normal
business hours on any week day (Saturdays, Sundays and public
holidays excepted) up to and including the date of the Meetings and
(b) at the Meetings and via videoconference for 15 minutes before
the Meetings. Any revised version of the relevant draft
supplemental trust deed, the relevant supplemental agency agreement
and the waiver letter will be made available as described above and
marked to indicate changes to the draft made available on the date
of this Notice of Meetings, and will supersede the previous draft
of the relevant document and Noteholders will be deemed to have
notice of any such changes.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolutions at the Meetings or any
meeting held following any adjournment of any Meeting, which are
set out in "Voting and Quorum" below. Having regard to such
requirements, Noteholders are strongly urged either to attend via
videoconference) the relevant Meeting or to take steps to be
represented at the relevant Meeting (including by way of submitting
Consent Instructions) as soon as possible.
Interpretation
As used in this Notice of Meetings:
"2014 Trust Deed" means the trust deed dated 22 July 1994 as
supplemented by the Nineteenth Supplemental Trust Deed dated 2 May
2014 made between, inter alia, NV, PLC and the Trustee;
"2015 Trust Deed" means the trust deed dated 22 July 1994 as
supplemented by the Twentieth Supplemental Trust Deed dated 1 May
2015 made between, inter alia, NV, PLC and the Trustee;
"2016 Trust Deed" means the trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 made between, inter alia, NV, PLC and the Trustee;
"2019 Trust Deed" means the trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 made between, inter alia, NV, PLC and the Trustee;
"2025 Bonds Trust Deed" means the trust deed dated 4 September
2018 made between, inter alia, NV, PLC and the Trustee;
"2030 Bonds Trust Deed" means the trust deed dated 4 September
2018 made between, inter alia, NV, PLC and the Trustee;
"Applicable Trust Deed" means the 2014 Trust Deed, the 2015
Trust Deed, the 2016 Trust Deed, the 2019 Trust Deed, the 2025
Bonds Trust Deed or the 2030 Bonds Trust Deed (as the case may
be);
"DIP Notes" means the Series of Notes issued pursuant to the
Programme by NV or PLC, as applicable, as listed on the table on
the front page of this Notice of Meetings under the heading DIP
Notes;
"Programme" means the U.S.$15,000,000,000 Debt Issuance
Programme of NV and PLC;
"Standalone Notes" means the Series of Notes issued on a
standalone basis by NV, as listed in the table on the front page of
this Notice of Meetings under the heading Standalone Notes; and
"Trustee" means The Law Debenture Trust Corporation p.l.c.
Voting and Quorum
Noteholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid Consent
Instruction in respect of the relevant Extraordinary Resolution by
9:30 a.m. (London time) on 20 July 2020 (the "Expiration
Deadline"), by which they will have given instructions for the
appointment of one or more representatives of the Tabulation Agent
by the relevant Paying Agent as their proxy to vote in favour of or
against (as specified in the relevant Consent Instruction) the
relevant Extraordinary Resolution at the relevant Meeting (or any
adjourned such Meeting), or abstain from voting (as the case may
be), need take no further action to be represented at the relevant
Meeting (or any such adjourned such Meeting).
Noteholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) a Consent Instruction in respect of the
relevant Extraordinary Resolution should take note of the
provisions set out below detailing how such Noteholders can attend
(via videoconference) or take steps to be represented at the
relevant Meeting (references to which, for the purpose of such
provisions, include, unless the context otherwise requires, any
adjourned such Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of each Meeting are set out, in the case of
the DIP Notes, in The Eighth Schedule to the Applicable Trust Deed
and, in the case of the Standalone Notes, in Schedule 3 to the
Applicable Trust Deed, copies of which are available from the date
of this Notice of Meetings to the conclusion of the Meetings (or
any adjourned Meetings) as referred to above. For the purposes of
the Meetings, a "Noteholder" means a Direct Participant (as defined
below).
2. All of the Notes are represented by global Notes held by a
common safekeeper for Euroclear and/or Clearstream, Luxembourg. For
the purposes of this Notice of Meetings, a "Direct Participant"
means each person who is for the time being shown in the records of
Euroclear and/or Clearstream, Luxembourg as the holder of a
particular principal amount of the Notes.
A Direct Participant or beneficial owner of Notes wishing to
attend (via videoconference) the relevant Meeting in person must
produce at the relevant Meeting a valid voting certificate or
certificates issued by a Paying Agent relating to the Notes in
respect of which it wishes to vote. The Meetings will be held via
videoconference. Noteholders wishing to attend the videoconference
in respect of the relevant Meeting may obtain dial-in details for
the relevant Meeting from the Tabulation Agent using the notice
details set out below, upon the Tabulation Agent being satisfied
that any Noteholder requesting the same has provided evidence of
their holdings of the relevant Series of Notes.
A Direct Participant or beneficial owner of Notes not wishing to
attend and vote at the relevant Meeting in person may either
deliver its valid voting certificate(s) to the person whom it
wishes to attend (via videoconference) on its behalf or the Direct
Participant may (or the beneficial owner of the Notes may arrange
for the relevant Direct Participant on its behalf to) give a voting
instruction (by giving voting and blocking instructions to
Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream
Instruction") in accordance with the procedures of Euroclear or
Clearstream, Luxembourg) requiring a Paying Agent to include the
votes attributable to its Notes in a block voting instruction
issued by the Paying Agent for the relevant Meeting or any
adjourned such Meeting, in which case the Paying Agent shall
appoint a proxy to attend (via videoconference) and vote at such
Meeting in accordance with such Direct Participant's
instructions.
A Direct Participant must request the relevant clearing system
to block the relevant Notes in its account and to hold the same to
the order or under the control of the relevant Paying Agent not
later than 48 hours before the time appointed for holding the
relevant Meeting in order to obtain voting certificates or give
voting instructions in respect of such Meeting. In the case of
Euroclear/Clearstream Instructions, such blocking instructions are
part of the electronic instructions that must be given. Notes so
blocked will not be released until the earlier of:
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjourned such Meeting); and
(ii)
(A) in respect of voting certificate(s), the surrender to the
relevant Paying Agent of such voting certificate(s) and
notification by the relevant Paying Agent to the relevant clearing
system of such surrender or the compliance in such any other manner
with the rules of the relevant clearing system relating to such
surrender; or
(B) in respect of voting instructions, not less than 48 hours
before the time for which the relevant Meeting (or, if applicable,
any adjourned such Meeting) is convened, the notification in
writing of any revocation of a Direct Participant's previous
instructions to the relevant Paying Agent and the same then being
notified in writing by the relevant Paying Agent to the Issuer at
least 24 hours before the time appointed for holding the relevant
Meeting and such Notes ceasing in accordance with the procedures of
the relevant clearing system and with the agreement of the relevant
Paying Agent to be held to its order or under its control.
Noteholders should note that voting instructions (unless validly
revoked) given and voting certificates obtained in respect of a
Meeting shall remain valid for any adjourned such Meeting.
3. The quorum required at any Meeting is shown in the table below.
Original Meeting Adjourned Meeting
DIP Notes Two or more persons Two or more persons
present and holding present and holding
or representing in or representing in
aggregate a clear aggregate any principal
majority in principal amount of the relevant
amount of the relevant Series of DIP Notes
Series of DIP Notes for the time being
for the time being outstanding
outstanding
--------------------------------- ---------------------------------
Standalone Notes Two or more Noteholders Two or more Noteholders
or agents (each as or agents (each as
defined in the Applicable defined in the Applicable
Trust Deed) present Trust Deed) present
in person representing in person representing
66 per cent. in principal 33 per cent. in principal
amount of the relevant amount of the relevant
Series for the time Series for the time
being outstanding being outstanding
--------------------------------- ---------------------------------
If a quorum is not present (i) in respect of the DIP Notes,
within 30 minutes and (ii) in respect of the Standalone Notes,
within 15 minutes, after the time appointed for the relevant
Meeting, such Meeting will be adjourned for a period being not less
than 14 days and not more than 42 days, to be held via
videoconference, and at a time appointed by the Chairman and the
relevant Extraordinary Resolution will be considered at such
adjourned Meeting (notice of which will be given to the Noteholders
in accordance with the Conditions and the Applicable Trust Deed).
The quorum at any such adjourned Meeting will be two or more
persons present holding Notes or voting certificates or being
proxies or representatives and holding or representing in aggregate
the proportion of the relevant Series shown in the table above. The
holding of any adjourned Meeting will be subject to the Issuer
giving, in the case of DIP Notes, at least 14 days' notice and, in
the case of Standalone Notes, at least 10 clear days' notice, in
each case in accordance with the relevant Conditions and the
Applicable Trust Deed that such adjourned Meeting is to be
held.
4. Every question submitted to a Meeting shall be decided in the
first instance by a show of hands.
Unless a poll is (before or at the time that the result on a
show of hands is declared) demanded by the Chairman, the Issuer,
any Guarantor or any Noteholder present or proxy or representative
holding not less than (i) in respect of the DIP Notes, one-fiftieth
of the principal amount of the Notes of the relevant Series for the
time being outstanding, and (ii) in respect of the Standalone
Notes, two per cent. of the relevant Series of Standalone Notes, a
declaration by the Chairman that a resolution has been carried or
carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against the relevant Extraordinary Resolution.
At each Meeting (a) on a show of hands every person who is
present in person and produces a voting certificate or is a proxy
or representative shall have one vote and (b) on a poll every
person who is so present shall have (x) in the case of DIP Notes,
one vote in respect of each EUR/GBP 1 (as applicable) in principal
amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative or (y) in the case of the
Standalone Notes, one vote in respect of each EUR 1,000 in
principal amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative.
5. To be passed at the relevant Meeting, an Extraordinary
Resolution requires a majority in favour consisting of not less
than three-fourths of the votes cast. If passed, an Extraordinary
Resolution will be binding on all Noteholders of the relevant
Series, whether or not present at the relevant Meeting and whether
or not voting.
This Notice of Meetings is given by Unilever N.V. and Unilever
PLC.
Noteholders should contact the following for further
information:
The Solicitation Agents
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 20 7992 6237
Attention: Liability Management Group
email: LM_EMEA@hsbc.com
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7158 1121
Attention: Liability Management Group
email: ol-liabilitymanagement-eu@ubs.com
Tabulation Agent
Lucid Issuer Services Limited (Attention: Paul Kamminga,
Telephone: +44 20 7704 0880, Email: unilever@lucid-is.com)
Dated: 26 June 2020
SCHEDULE I TO NOTICE OF MEETINGS
FORM OF SUPPLEMENTAL TRUST DEED IN RESPECT OF DIP NOTES ISSUED
BY NV
Dated [--] 2020
UNILEVER N.V.
and
UNILEVER PLC
and
[NEW BOND SUB]
and
UNILEVER JAPAN HOLDINGS K.K.
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
SUPPLEMENTAL TRUST DEED
relating to certain series of Notes issued by Unilever N.V.
pursuant to the U.S.$15,000,000,000
Debt Issuance Programme as set out in the Schedule
Ref: L-294827
Linklaters LLP
This Supplemental Trust Deed is made this [--] day of [--], 2020
by:
(1) UNILEVER N.V., a public limited liability company
incorporated under the laws of The Netherlands whose corporate seat
is in Rotterdam, The Netherlands having its registered office at
Weena 455, PO Box 760, 3000 DK Rotterdam, The Netherlands and
registered with the Dutch Trade Register of the Chamber of Commerce
under number 24051830 ("NV");
(2) UNILEVER PLC, a company incorporated under the laws of
England, whose registered office is at Port Sunlight, Wirral,
Merseyside CH62 4ZD, United Kingdom ("PLC");
(3) [NEW BOND SUB], a private company with limited liability
incorporated under the laws of The Netherlands whose corporate seat
is in [--], The Netherlands having its registered office at [--]
and registered with the Dutch Trade Register of the Chamber of
Commerce under number [--] ("New Bond Sub");
(4) UNILEVER JAPAN HOLDINGS K.K., a company incorporated under
the laws of Japan, whose registered office is at 1-1, Kamimeguro
2-chome, Meguro-ku, Tokyo 153-8578, Japan ("UJH");
(5) UNILEVER UNITED STATES, INC., a company incorporated under
the laws of the State of Delaware, United States of America, whose
registered office is at 1209 Orange Street, Wilmington, Delaware
19801, United States of America ("UNUS"); and
(6) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company
incorporated under the laws of England, whose registered office is
at Fifth Floor, 100 Wood Street, London EC2V 7EX (the
"Trustee").
Whereas:
(A) NV has issued the notes set out in the Schedule to this
Supplemental Trust Deed (each a "Series" and together, the "Notes")
as constituted by the trust deed dated 22 July 1994 made between
NV, PLC and UJH as issuers, PLC, NV and UNUS as guarantors and the
Trustee (such trust deed, as amended and restated or supplemented
in accordance with its terms as at the issue date of the relevant
Series, the "relevant Trust Deed").
(B) On [--] 2020, New Bond Sub was incorporated pursuant to a
Dutch statutory demerger (juridische splitsing) of NV (the "NV
Demerger"). As part of the NV Demerger, the Notes became
obligations of New Bond Sub.
(C) On or around [--] 2020, pursuant to the Companies
(Cross-Border Mergers) Regulations 2007 (for English law purposes)
and the Dutch Civil Code (Burgerlijk Wetboek) (for Dutch law
purposes), NV and PLC will merge by way of a cross-border merger
carried out as a "merger by absorption" (the "Cross-Border Merger")
whereby PLC will acquire all the assets, liabilities and legal
relationships of NV under universal succession of title and NV will
cease to exist (the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever group referred to
herein as "Unification").
(D) Pursuant to Extraordinary Resolutions passed by holders of
each Series of the Notes, the Noteholders have agreed to (i) the
substitution of New Bond Sub as Issuer of the Notes (as effected
pursuant to the NV Demerger) (the "Issuer Substitution"), (ii)
certain amendments to the terms and conditions of the relevant
Series which will be effected and implemented pursuant to this
Supplemental Trust Deed and (iii) direct the Trustee to waive any
Default which has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger pursuant to a waiver letter dated [--]
2020.
(E) The guarantees provided by PLC and UNUS in respect of the
Notes will continue to remain in full force and effect.
(F) This Supplemental Trust Deed is supplemental to the relevant
Trust Deed in respect of each Series.
Now therefore this Supplemental Trust Deed witnesseth and it is
hereby declared as follows:
1 Definitions and Interpretation
1.1 To the extent to which the same are applicable and unless
otherwise defined herein, the definitions and provisions contained
in Clause 1 of the relevant Trust Deed shall apply to and be
incorporated in this Supplemental Trust Deed (including the
recitals hereto)
1.2 The relevant Trust Deed and this Supplemental Trust Deed
shall henceforth be read and construed together as one trust deed
in respect of the Notes only.
1.3 References herein to the "2019 Trust Deed Notes" are to the
EUR1,000,000,000 1.250 per cent. Notes due March 2025 issued by NV
and guaranteed by PLC and UNUS (ISIN: XS2147133495) and the
EUR1,000,000,000 1.750 per cent. Notes due March 2030 issued by NV
and guaranteed by PLC and UNUS (ISIN: XS2147133578).
1.4 References herein to the "2019 Trust Deed" are to the trust
deed dated 22 July 1994 as supplemented by the Twenty Second
Supplemental Trust Deed dated 15 May 2019 made between NV, PLC,
UNUS and the Trustee.
2 Release of NV as issuer
To the extent not effected in accordance with the terms of the
NV Demerger, NV (the "Retiring Issuer") is hereby released from all
its obligations, undertakings and covenants as issuer under the
relevant Trust Deeds and the Notes.
3 Assumption of obligations by New Bond Sub as Issuer
To the extent not effected in accordance with the terms of the
NV Demerger, New Bond Sub hereby unconditionally and irrevocably
accepts the assumption of and agrees to be bound by and subject to
all obligations and liabilities pursuant to the Conditions of the
relevant Series of Notes and the relevant Trust Deeds of the
Retiring Issuer as Issuer of the Notes and accordingly all the
provisions of the Conditions of the relevant Series of Notes and
the relevant Trust Deeds relating to the Retiring Issuer as Issuer
shall mutatis mutandis apply to New Bond Sub in all respects as if
New Bond Sub had been party to the relevant Trust Deeds.
All references to "the Issuer", "the relevant Issuer", "Unilever
N.V." or "N.V." as issuer in the relevant Conditions and the
relevant Trust Deeds shall be deemed to be references to "New Bond
Sub" as issuer and a definition of New Bond Sub shall be included
in Clause 1 of each of the relevant Trust Deeds as follows:
"New Bond Sub" means [--], a private company with limited
liability incorporated under the laws of The Netherlands whose
corporate seat is in [--], The Netherlands having its registered
office at [--] and registered with the Dutch Trade Register of the
Chamber of Commerce under number [--].
4 Continuing guarantees
Each of PLC and UNUS hereby confirms that the guarantees
provided by it in respect of the Notes will continue to remain in
full force and effect following the execution of this Supplemental
Trust Deed.
5 Additional amendments to the relevant Conditions
5.1 Condition 4 of the relevant Conditions is hereby amended as follows:
"4 Negative Pledge
So long as any Notes remain outstanding (as defined in the Trust
Deed):
(a) New Bond Sub will not create or have outstanding any
mortgage, charge, lien, pledge or other security interest,
upon the whole or any part of its undertaking or assets
(including any uncalled capital), present or future;
and
(b) neither N.V. nor PLC will not create or have outstanding
any mortgage, charge, lien, pledge or other security
interest, upon the whole or any substantial part of
its undertaking or assets (including any uncalled
capital), present or future,
to secure any Indebtedness of any person (or any guarantee or
indemnity given in respect thereof) unless the Notes and the
Coupons shall be secured by such mortgage, charge, lien, pledge or
other security interest equally and rateably therewith in the same
manner or in a manner satisfactory to the Trustee or such other
security for the Notes and Coupons shall be provided as the Trustee
shall, in its absolute discretion, deem not less beneficial to the
Noteholders or as shall be approved by an Extraordinary Resolution
(as defined in the Trust Deed) of Noteholders provided that the
restriction contained in this Condition shall not apply to:
(i) any mortgage, charge, lien, pledge or other security
interest arising solely by mandatory operation of law; and
(ii) any security over assets of New Bond Sub N.V. or, as the
case may be, PLC arising pursuant to the Algemene Voorwaarden
(general terms and conditions) of the Nederlandse Vereniging van
Banken (Dutch Bankers' Association) and/or similar terms applied by
financial institutions, if and insofar as applicable.
For the purposes of this Condition:
"Indebtedness" means any loan or other indebtedness in the form
of, or represented by, bonds, notes, debentures or other securities
which at the time of issue thereof either is, or is intended to be,
quoted, listed or ordinarily dealt in on any stock exchange,
over-the-counter or other recognised securities market and which by
its terms has an initial stated maturity of more than one year;
and
"substantial" means, in relation to each of N.V. and PLC, an
aggregate amount equal to or greater than 25 per cent. of the
aggregate value of the fixed assets and current assets of N.V., PLC
and its their group companies (being those companies required to be
consolidated in accordance with Netherlands and United Kingdom
legislative requirements relating to consolidated accounts) (the
"Unilever Group", and any company within the Unilever Group being
referred to herein as a "Group Company"), such value and such
assets being determined by reference to the then most recently
published audited consolidated balance sheet of the Unilever Group.
A report by the auditors of PLC Auditors (as defined in the Trust
Deed) that, in their opinion, (1) the amounts shown in a
certificate provided by N.V. and PLC (showing the fixed assets and
current assets of the relevant part and those fixed assets and
current assets expressed as a percentage of the fixed assets and
current assets of the Unilever Group) have been accurately
extracted from the accounting records of the Unilever Group, and
(2) the percentage of the fixed assets and current assets of that
part to the fixed assets and the current assets of the Unilever
Group has been correctly calculated, shall, in the absence of
manifest error, be conclusive evidence of the matters to which it
relates."
5.2 In respect of all Series of Notes other than the 2019 Trust
Deed Notes, Condition 7(h) of the relevant Conditions is hereby
amended as follows:
"7(h) Purchase of Notes
The Issuer, each Guarantor and any other Group Company may at
any time purchase Notes at any price in the open market or
otherwise. If purchases are made by tender, tenders must be made
available to all Noteholders alike."
5.3 In respect of all Series of Notes, Condition 10(A)(i) and
the final paragraph of Condition 10 of the relevant Conditions are
hereby amended as follows:
"(i) for any reason the guarantee of either N.V. or PLC
in respect of the Notes ceases to be in full force
and effect.
For the purposes of paragraphs (f), (g) and (h) the expression
"a substantial part" means a part whose value is equal to or
greater than 25 per cent. of the aggregate value of the fixed
assets and current assets of the Unilever Group, such value and
such assets being determined by reference to the then most recently
published audited consolidated balance sheet of the Unilever Group.
A report by the auditors of PLC the relevant company that, in their
opinion, (i) the amounts shown in a certificate provided by N.V.
and PLC (showing the fixed assets and current assets of the
relevant part and those fixed assets and current assets expressed
as a percentage of the fixed assets and current assets of the
Unilever Group) have been correctly extracted from the accounting
records of the Unilever Group and (ii) the percentage of the fixed
assets and current assets of that part to the fixed assets and the
current assets of the Unilever Group has been correctly calculated,
shall, in the absence of manifest error, be conclusive evidence of
the matters to which it relates."
6 Amendments to the relevant Trust Deeds
6.1 The definition of Auditors in the relevant Trust Deeds is hereby deleted.
6.2 The definition of Group Company in the relevant Trust Deeds
is hereby replaced with the following:
"Group Company" has the meaning set out in the Conditions.
6.3 In respect of each relevant Trust Deed other than the 2019
Trust Deed, Clause 17(B)(i)(c) of each such relevant Trust Deed is
hereby replaced with the following:
"in the case of a substitution of a new principal debtor, an
unconditional and irrevocable guarantee of (a) N.V. and PLC or, (b)
where N.V. or PLC becomes the principal debtor, PLC or, as the case
may be, N.V. and UNUS (in each case), shall have been given by PLC
(except where PLC is the new principal debtor) and UNUS (except
where UJH is the new principal debtor) in form and substance
satisfactory to the Trustee of the payment of all moneys payable by
the Substituted Company under these presents, the Notes, the
Receipts and the Coupons;"
6.4 In respect of the 2019 Trust Deed only, Clause 17(B)(i)(c)
is hereby replaced with the following:
"in the case of a Group Company Substitution only, an
unconditional and irrevocable guarantee of (a) N.V. and PLC or, (b)
where N.V. or PLC becomes the principal debtor, PLC or, as the case
may be, N.V. and UNUS (in each case), shall have been given by PLC
(except where PLC is the new principal debtor) and UNUS (except
where UJH is the new principal debtor) in form and substance
satisfactory to the Trustee of the payment of all moneys payable by
the Substituted Company under these presents, the Notes, the
Receipts and the Coupons;"
6.5 References to "N.V. or PLC" and "N.V. and PLC" in Clause
17(C) of each relevant Trust Deed are hereby replaced with
references to "PLC".
6.6 References to "N.V. or PLC" in Clause 18(A) of each relevant
Trust Deed are hereby replaced with references to "PLC".
6.7 References to "N.V. or PLC or any of their respective group
companies" in Clause 21 of each relevant Trust Deed are hereby
replaced with references to "PLC or any of its group
companies".
6.8 References to "N.V. or PLC" in Clause 22 of each relevant
Trust Deed are hereby replaced with references to "PLC".
7 Incorporation of Terms
It is declared that there shall be deemed to be incorporated in
this Supplemental Trust Deed all the covenants, undertakings,
powers, obligations and/or other provisions of the relevant Trust
Deeds, the Schedules thereto, the Conditions of the relevant Series
relating to or affecting the Issuers or the Guarantors, as the case
may be, in the same manner and to the same extent as if the same
had been, mutatis mutandis, set out in full in this Supplemental
Trust Deed and made applicable to New Bond Sub as issuer, and
(without prejudice to the generality of the foregoing) New Bond Sub
accordingly covenants in favour of the Trustee to duly perform and
observe and be bound by the said covenants, undertakings, powers,
obligations and/or other provisions imposed on or relating to or
affecting it by or under the Trust Deed or the Schedules or the
Conditions.
8 Notices
Any notice or demand to New Bond Sub or any approval or
certificate of the Trustee required to be given, made or served for
any purpose of these presents shall be given, made or served by
sending the same by pre-paid post (first-class if inland, airmail
if overseas), telex or by facsimile copy or by delivering the same
by hand as follows:
[New Bond Sub]
Address: [--]
Fax: [--]
Attention: [--]
9 Notice to Noteholders
New Bond Sub hereby covenants with the Trustee that, as soon as
practicable, and not later than 14 days after the date hereof it
shall give, or procure to be given, notice of the entry into this
Supplemental Trust Deed to the Noteholders (in a form previously
approved by the Trustee) in accordance with Condition 14.
10 Counterparts
This Supplemental Trust Deed may be executed in any number of
counterparts, each of which shall be identical and all of which,
when taken together, shall constitute one and the same instrument
and any one of the parties hereby may execute this Supplemental
Trust Deed by signing any such counterpart.
11 Rights of Third Parties
The parties to this Supplemental Trust Deed do not intend that
any term of this Supplemental Trust Deed should be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any
person who is not a party to this Supplemental Trust Deed.
12 Governing Law
This Supplemental Trust Deed, and any non-contractual
obligations arising out of or in connection with it, is governed
by, and shall be construed in accordance with, the laws of
England.
13 Jurisdiction
In relation to all claims arising hereunder (including a claim
relating to any non contractual obligations arising out of or in
connection with this Supplemental Trust Deed) NV,PLC, UJH, UNUS and
New Bond Sub severally agree that the courts of England are to have
jurisdiction to settle any such claim and that accordingly any
suit, action or proceedings (together referred to as "Proceedings")
arising hereunder may be brought in such courts.
Nothing contained in this Clause shall limit any right to take
proceedings against NV, PLC, UJH, UNUS and New Bond Sub in any
other court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not.
Each of NV, PLC, UJH, UNUS and New Bond Sub irrevocably agrees that
any legal proceedings or any demand or any notice may be made or
served on it by the same being posted in a prepaid registered or
recorded delivery letter addressed to it at the address set out in
Clause 32 of the relevant Trust Deed for the time being of PLC (or
at such other office as it may have notified in writing to the
Trustee and as the Trustee shall from time to time have approved)
and marked for the attention of the Group Secretary of PLC or such
other official of PLC as NV, UJH, UNUS or New Bond Sub may have
notified in writing to the Trustee and the Trustee shall from time
to time have approved.
In witness whereof this Supplemental Trust Deed has been
executed as a deed by the parties hereto and is intended to be and
is hereby delivered on the date first above written.
EXECUTED as a DEED
by
______________________
as attorney for
UNILEVER PLC
in the presence of:
Witness's signature
Name
Address
Occupation
EXECUTED as a DEED
by [NEW BOND SUB]
represented by Unilever
N.V.
as its sole managing
director by:
EXECUTED as a DEED
by UNILEVER N.V.
(having its corporate
seat in Rotterdam,
The Netherlands)
acting by
in the capacity as
Duly Authorised Attorney
under its authority
acting by:
EXECUTED as a DEED
by the said UNILEVER
JAPAN HOLDINGS K.K.
acting by
under its authority:
EXECUTED as a DEED
by the said UNILEVER
UNITED STATES, INC.
acting by
under its authority:
EXECUTED and DELIVERED
as a DEED by
THE LAW DEBENTURE TRUST
CORPORATION P.L.C.
acting by two directors/a
director and a secretary:
Director
Director/Secretary
Representing Law Debenture
Corporate Services
Ltd
Schedule to the Supplemental Trust Deed
ISIN Description
------------- ---------------------------------
XS1654191623 EUR500,000,000 0.000 per cent.
Notes due July 2021
------------- ---------------------------------
XS1178970106 EUR750,000,000 0.500 per cent.
Notes due February 2022
------------- ---------------------------------
XS1566100977 EUR600,000,000 0.375 per cent.
Notes due February 2023
------------- ---------------------------------
XS1241577490 EUR500,000,000 1.000 per cent.
Notes due June 2023
------------- ---------------------------------
XS1769090728 EUR500,000,000 0.500 per cent.
Notes due August 2023
------------- ---------------------------------
XS1403014936 EUR500,000,000 0.500 per cent.
Notes due April 2024
------------- ---------------------------------
XS2147133495 EUR1,000,000,000 1.250 per cent.
Notes due March 2025
------------- ---------------------------------
XS1654192191 EUR650,000,000 0.875 per cent.
Notes due July 2025
------------- ---------------------------------
XS1769090991 EUR700,000,000 1.125 per cent.
Notes due February 2027
------------- ---------------------------------
XS1566101603 EUR600,000,000 1.000 per cent.
Notes due February 2027
------------- ---------------------------------
XS1403015156 EUR700,000,000 1.125 per cent.
Notes due April 2028
------------- ---------------------------------
XS1654192274 EUR750,000,000 1.375 per cent.
Notes due July 2029
------------- ---------------------------------
XS2147133578 EUR1,000,000,000 1.750 per cent.
Notes due March 2030
------------- ---------------------------------
XS1769091296 EUR800,000,000 1.625 per cent.
Notes due February 2033
------------- ---------------------------------
SCHEDULE II TO NOTICE OF MEETINGS
FORM OF SUPPLEMENTAL TRUST DEED IN RESPECT OF DIP NOTES ISSUED
BY PLC
Dated [--] 2020
UNILEVER N.V.
and
UNILEVER PLC
and
UNILEVER JAPAN HOLDINGS K.K.
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
SUPPLEMENTAL TRUST DEED
relating to certain series of Notes issued by Unilever PLC
pursuant to the U.S.$15,000,000,000
Debt Issuance Programme as set out in the Schedule
Ref: L-294827
Linklaters LLP
This Supplemental Trust Deed is made this [--] day of [--], 2020
by:
(1) UNILEVER N.V., a public limited liability company
incorporated under the laws of The Netherlands whose corporate seat
is in Rotterdam, The Netherlands having its registered office at
Weena 455, PO Box 760, 3000 DK Rotterdam, The Netherlands and
registered with the Dutch Trade Register of the Chamber of Commerce
under number 24051830 ("NV");
(2) UNILEVER PLC, a company incorporated under the laws of
England, whose registered office is at Port Sunlight, Wirral,
Merseyside CH62 4ZD, United Kingdom ("PLC");
(3) UNILEVER JAPAN HOLDINGS K.K., a company incorporated under
the laws of Japan, whose registered office is at 1-1, Kamimeguro
2-chome, Meguro-ku, Tokyo 153-8578, Japan ("UJH");
(4) UNILEVER UNITED STATES, INC., a company incorporated under
the laws of the State of Delaware, United States of America, whose
registered office is at 1209 Orange Street, Wilmington, Delaware
19801, United States of America ("UNUS"); and
(5) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company
incorporated under the laws of England, whose registered office is
at Fifth Floor, 100 Wood Street, London EC2V 7EX (the
"Trustee").
Whereas:
(A) PLC has issued the notes set out in the Schedule to this
Supplemental Trust Deed (each a " Series " and together, the "
Notes ") as constituted by the trust deed dated 22 July 1994 made
between NV, PLC and UJH as issuers, PLC, NV and UNUS as guarantors
and the Trustee (such trust deed, as amended and restated or
supplemented in accordance with its terms as at the issue date of
the relevant Series, the " relevant Trust Deed ").
(B) On [--] 2020, [ NEW BOND SUB ], a private company with
limited liability incorporated under the laws of The Netherlands
whose corporate seat is in [--], The Netherlands having its
registered office at [--] and registered with the Dutch Trade
Register of the Chamber of Commerce under number [--] was
incorporated pursuant to a Dutch statutory demerger ( juridische
splitsing ) of NV (the " NV Demerger ").
(C) On or around [--] 2020, pursuant to the Companies
(Cross-Border Mergers) Regulations 2007 (for English law purposes)
and the Dutch Civil Code (Burgerlijk Wetboek) (for Dutch law
purposes), NV and PLC will merge by way of a cross-border merger
carried out as a "merger by absorption" (the "Cross-Border Merger")
whereby PLC will acquire all the assets, liabilities and legal
relationships of NV under universal succession of title and NV will
cease to exist (the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever group referred to
herein as "Unification").
(D) Pursuant to Extraordinary Resolutions passed by holders of
each Series of the Notes, the Noteholders have agreed to (i) the
release of NV from its obligations as a guarantor under the Notes
and the relevant Trust Deed (the "Guarantor Release"), (ii) certain
amendments to the terms and conditions of the relevant Series which
will be effected and implemented pursuant to this Supplemental
Trust Deed and (iii) direct the Trustee to waive any Default which
has arisen or would otherwise arise in respect of the Notes as a
result of or in connection with any or all of the NV Demerger, the
Unification, the Guarantor Release or the Cross-Border Merger
pursuant to a waiver letter dated [--] 2020.
(E) The guarantee provided by UNUS in respect of the Notes will
continue to remain in full force and effect.
(F) This Supplemental Trust Deed is supplemental to the relevant
Trust Deed in respect of each Series.
Now therefore this Supplemental Trust Deed witnesseth and it is
hereby declared as follows:
1 Definitions and Interpretation
1.1 To the extent to which the same are applicable and unless
otherwise defined herein, the definitions and provisions contained
in Clause 1 of the relevant Trust Deed shall apply to and be
incorporated in this Supplemental Trust Deed (including the
recitals hereto).
1.2 The relevant Trust Deed and this Supplemental Trust Deed
shall henceforth be read and construed together as one trust deed
in respect of the Notes only.
1.3 References herein to the "2019 Trust Deed Notes" are to the
EUR650,000,000 1.500 per cent. Notes due June 2039 issued by PLC
and guaranteed by NV and UNUS (ISIN: XS2008925344) and the
GBP500,000,000 1.500 per cent. Notes due July 2026 issued by PLC
and guaranteed by NV and UNUS (ISIN: XS2008921277).
1.4 References herein to the "2019 Trust Deed" are to the trust
deed dated 22 July 1994 as supplemented by the Twenty Second
Supplemental Trust Deed dated 15 May 2019 made between NV, PLC,
UNUS and the Trustee.
2 Release of obligations of NV as Guarantor
With effect from the date hereof, NV is hereby released from all
its obligations, undertakings and covenants as guarantor under the
relevant Trust Deeds and the Notes.
All references to "the Guarantors" and "the relevant Guarantors"
in the relevant Conditions and the relevant Trust Deeds shall be
deemed to be references to UNUS only.
3 Continuing guarantee
UNUS hereby confirms that the guarantees provided by it in
respect of the Notes will continue to remain in full force and
effect following the execution of this Supplemental Trust Deed.
4 Additional amendments to the relevant Conditions
4.1 Condition 4 of the relevant Conditions is hereby amended as follows:
"4 Negative Pledge
So long as any Notes remain outstanding (as defined in the Trust
Deed), PLC neither N.V. nor PLC will not create or have outstanding
any mortgage, charge, lien, pledge or other security interest upon
the whole or any substantial part of its undertaking or assets
(including any uncalled capital), present or future, to secure any
Indebtedness of any person (or any guarantee or indemnity given in
respect thereof) unless the Notes and the Coupons shall be secured
by such mortgage, charge, lien, pledge or other security interest
equally and rateably therewith in the same manner or in a manner
satisfactory to the Trustee or such other security for the Notes
and Coupons shall be provided as the Trustee shall, in its absolute
discretion, deem not less beneficial to the Noteholders or as shall
be approved by an Extraordinary Resolution (as defined in the Trust
Deed) of Noteholders provided that the restriction contained in
this Condition shall not apply to:
(i) any mortgage, charge, lien, pledge or other security
interest arising solely by mandatory operation of law; and
(ii) any security over assets of N.V. or, as the case may be,
PLC arising pursuant to the Algemene Voorwaarden (general terms and
conditions) of the Nederlandse Vereniging van Banken (Dutch
Bankers' Association) and/or similar terms applied by financial
institutions, if and insofar as applicable.
For the purposes of this Condition:
"Indebtedness" means any loan or other indebtedness in the form
of, or represented by, bonds, notes, debentures or other securities
which at the time of issue thereof either is, or is intended to be,
quoted, listed or ordinarily dealt in on any stock exchange,
over-the-counter or other recognised securities market and which by
its terms has an initial stated maturity of more than one year;
and
"substantial" means, in relation to each of N.V. and PLC, an
aggregate amount equal to or greater than 25 per cent. of the
aggregate value of the fixed assets and current assets of N.V., PLC
and its their group companies (being those companies required to be
consolidated in accordance with Netherlands and United Kingdom
legislative requirements relating to consolidated accounts) (the
"Unilever Group", and any company within the Unilever Group being
referred to herein as a "Group Company"), such value and such
assets being determined by reference to the then most recently
published audited consolidated balance sheet of the Unilever Group.
A report by the auditors of PLC Auditors (as defined in the Trust
Deed) that, in their opinion, (1) the amounts shown in a
certificate provided by N.V. and PLC (showing the fixed assets and
current assets of the relevant part and those fixed assets and
current assets expressed as a percentage of the fixed assets and
current assets of the Unilever Group) have been accurately
extracted from the accounting records of the Unilever Group, and
(2) the percentage of the fixed assets and current assets of that
part to the fixed assets and the current assets of the Unilever
Group has been correctly calculated, shall, in the absence of
manifest error, be conclusive evidence of the matters to which it
relates.
4.2 In respect of all Series of Notes other than the 2019 Trust
Deed Notes, Condition 7(h) of the relevant Conditions is hereby
amended as follows:
"7(h) Purchase of Notes
The Issuer, each Guarantor and any other Group Company may at
any time purchase Notes at any price in the open market or
otherwise. If purchases are made by tender, tenders must be made
available to all Noteholders alike."
4.3 In respect of all Series of Notes other than the 2019 Trust
Deed Notes, Condition 10(A) of the relevant Conditions is hereby
amended as follows:
"10 Repayment Upon Event of Default
(A) The following events or circumstances (each, a "Default")
shall be acceleration events in relation to the Notes of a
Series:
(a) there is a default in the payment of any principal of, or
for more than 15 days in the payment of any interest due on, any of
the Notes; or
(b) there is a default in the performance or observance by the
IssuerN.V. or PLC of any other obligation under the Trust Deed or
the Notes and such default continues for 30 days after written
notice thereof shall have been given to the Issuer and the
Guarantors by the Trustee requiring the same to be remedied; or
(c) (i) any other indebtedness in respect of borrowed money
(amounting in aggregate principal amount to not less than
U.S.$100,000,000 or the equivalent thereof in any other currency or
currencies) of either N.V. or PLC becomes prematurely repayable as
a result of a default under the terms thereof, or (ii) either N.V.
or PLC defaults in the repayment of any indebtedness in respect of
borrowed money (amounting in aggregate principal amount to not less
than U.S.$100,000,000 or the equivalent thereof in any other
currency or currencies) at the maturity thereof (taking into
account any applicable grace period therefor), or (iii) any
guarantee or indemnity given by either N.V. or PLC in respect of
any indebtedness in respect of borrowed money (amounting in
aggregate principal amount to not less than U.S.$100,000,000 or the
equivalent thereof in any other currency or currencies) shall not
be honoured when due and called upon (taking into account any
applicable grace period therefor) save where the Trustee is
satisfied that liability under such guarantee or indemnity is being
contested in good faith; or
(d) an order is made or a decree or an effective resolution is
passed for the winding-up, liquidation or dissolution of the Issuer
or N.V. or PLC or an administration order is made or an
administrator is appointed in relation to PLC (except for the
purpose of a merger, reconstruction or amalgamation, under the
terms of Condition 15 or the terms of which have previously been
approved in writing by the Trustee or, where UJH is the Issuer, for
the purpose of a merger, reconstruction or amalgamation, under the
terms of Condition 15 or a merger, reconstruction or amalgamation
not involving bankruptcy or insolvency) and (except where such
order, decree or resolution is initiated or consented to by the
relevant company or its shareholders) such order, decree or
resolution is not discharged or stayed within a period of 60 days;
or
(e) the Issuer or N.V. or PLC (except in the case of N.V. or PLC
for the purpose of a merger, reconstruction or amalgamation, under
the terms of Condition 15 or the terms of which have previously
been approved in writing by the Trustee or, where UJH is the
Issuer, for the purpose of a merger, reconstruction or amalgamation
under the terms of Condition 15 or a merger, reconstruction or
amalgamation not involving bankruptcy or insolvency) ceases or
threatens to cease to carry on the whole or substantially the whole
of its business; or
(f) an administrative receiver or other receiver, trustee,
assignee or like officer is appointed of (where the Issuer is UJH)
the whole or a substantial part of the undertaking or assets of UJH
or (in any case) the whole or a substantial part of the undertaking
or assets of PLC or (in any case) an administrator (bewindvoerder)
is provisionally or definitively appointed by the District Court in
the event of a moratorium (surséance van betaling) over the whole
or a substantial part of the undertaking or assets of N.V. and
(except where any such appointment is made by or at the instigation
or motion of the relevant company or its shareholders) such
appointment is not discharged within 30 days; or
a trustee in bankruptcy (curator) is appointed by the District
Court in the event of bankruptcy (faillissement) affecting the
whole or a substantial part of the undertaking or assets of New NV
or New SubN.V. and such appointment is not discharged within 30
days; or;
(g) a distress or execution is levied or enforced upon or sued
out against a substantial part of the assets of either N.V. or PLC
(being, in the case of N.V., either an executory attachment
(executoriaal beslag) or a conservatory attachment (conservatoir
beslag)) and is not removed, discharged, cancelled or paid out
within 30 days after the making thereof or any encumbrancer takes
possession of (where the Issuer is UJH) the whole or a substantial
part of the undertaking or assets of UJH or (in any case) the whole
or a substantial part of the undertaking or assets of N.V. or PLC
and is not discharged within 30 days.; or
for any reason the guarantee of either N.V. or PLC in respect of
the Notes ceases to be in full force and effect.
For the purposes of paragraphs (f) and (h g) the expression "a
substantial part" means a part whose value is equal to or greater
than 25 per cent. of the aggregate value of the fixed assets and
current assets of the Unilever Group, such value and such assets
being determined by reference to the then most recently published
audited consolidated balance sheet of the Unilever Group. A report
by the auditors of PLC the relevant company that, in their opinion,
(i) the amounts shown in a certificate provided by N.V. and PLC
(showing the fixed assets and current assets of the relevant part
and those fixed assets and current assets expressed as a percentage
of the fixed assets and current assets of the Unilever Group) have
been correctly extracted from the accounting records of the
Unilever Group and (ii) the percentage of the fixed assets and
current assets of that part to the fixed assets and the current
assets of the Unilever Group has been correctly calculated, shall,
in the absence of manifest error, be conclusive evidence of the
matters to which it relates."
4.4 In respect of the 2019 Trust Deed Notes only, Condition
10(A) of the relevant Conditions is hereby amended as follows:
"10 Repayment Upon Event of Default
(A) The following events or circumstances (each, a "Default")
shall be acceleration events in relation to the Notes of a
Series:
(a) there is a default in the payment of any principal of, or
for more than 15 days in the payment of any interest due on, any of
the Notes; or
(b) there is a default in the performance or observance by the
IssuerN.V. or PLC of any other obligation under the Trust Deed or
the Notes and such default continues for 30 days after written
notice thereof shall have been given to the Issuer and the
Guarantors by the Trustee requiring the same to be remedied; or
(c) (i) any other indebtedness in respect of borrowed money
(amounting in aggregate principal amount to not less than
U.S.$100,000,000 or the equivalent thereof in any other currency or
currencies) of either N.V. or PLC becomes prematurely repayable as
a result of a default under the terms thereof, or (ii) either N.V.
or PLC defaults in the repayment of any indebtedness in respect of
borrowed money (amounting in aggregate principal amount to not less
than U.S.$100,000,000 or the equivalent thereof in any other
currency or currencies) at the maturity thereof (taking into
account any applicable grace period therefor), or (iii) any
guarantee or indemnity given by either N.V. or PLC in respect of
any indebtedness in respect of borrowed money (amounting in
aggregate principal amount to not less than U.S.$100,000,000 or the
equivalent thereof in any other currency or currencies) shall not
be honoured when due and called upon (taking into account any
applicable grace period therefor) save where the Trustee is
satisfied that liability under such guarantee or indemnity is being
contested in good faith; or
(d) an order is made or a decree or an effective resolution is
passed for the winding-up, liquidation or dissolution of the Issuer
or N.V. or PLC or an administration order is made or an
administrator is appointed in relation to PLC (except for the
purpose of a merger, reconstruction or amalgamation, under the
terms of Condition 15 or the terms of which have previously been
approved in writing by the Trustee) and (except where such order,
decree or resolution is initiated or consented to by the relevant
company or its shareholders) such order, decree or resolution is
not discharged or stayed within a period of 60 days; or
(e) the Issuer or N.V. or PLC (except in the case of N.V. or PLC
for the purpose of a merger, reconstruction or amalgamation, under
the terms of Condition 15 or the terms of which have previously
been approved in writing by the Trustee) ceases or threatens to
cease to carry on the whole or substantially the whole of its
business; or
(f) an administrative receiver or other receiver, trustee,
assignee or like officer is appointed of the whole or a substantial
part of the undertaking or assets of PLC or an administrator
(bewindvoerder) is provisionally or definitively appointed by the
District Court in the event of a moratorium (surséance van
betaling) over the whole or a substantial part of the undertaking
or assets of N.V. and (except where any such appointment is made by
or at the instigation or motion of the relevant company or its
shareholders) such appointment is not discharged within 30 days;
or
(g) a trustee in bankruptcy (curator) is appointed by the
District Court in the event of bankruptcy (faillissement) affecting
the whole or a substantial part of the undertaking or assets of New
NV or New SubN.V. and such appointment is not discharged within 30
days; or Not used;
(h) a distress or execution is levied or enforced upon or sued
out against a substantial part of the assets of either N.V. or PLC
(being, in the case of N.V., either an executory attachment
(executoriaal beslag) or a conservatory attachment (conservatoir
beslag)) and is not removed, discharged, cancelled or paid out
within 30 days after the making thereof or any encumbrancer takes
possession of the whole or a substantial part of the undertaking or
assets of N.V. or PLC and is not discharged within 30 days.; or
(i) for any reason the guarantee of either N.V. or PLC in
respect of the Notes ceases to be in full force and effect. Not
used
For the purposes of paragraphs (f) and (h) the expression "a
substantial part" means a part whose value is equal to or greater
than 25 per cent. of the aggregate value of the fixed assets and
current assets of the Unilever Group, such value and such assets
being determined by reference to the then most recently published
audited consolidated balance sheet of the Unilever Group. A report
by the auditors of PLC the relevant company that, in their opinion,
(i) the amounts shown in a certificate provided by N.V. and PLC
(showing the fixed assets and current assets of the relevant part
and those fixed assets and current assets expressed as a percentage
of the fixed assets and current assets of the Unilever Group) have
been correctly extracted from the accounting records of the
Unilever Group and (ii) the percentage of the fixed assets and
current assets of that part to the fixed assets and the current
assets of the Unilever Group has been correctly calculated, shall,
in the absence of manifest error, be conclusive evidence of the
matters to which it relates."
4.5 In respect of all Series of Notes other than the 2019 Trust
Deed Notes, the fourth and fifth paragraphs of Condition 15 of the
relevant Conditions are hereby amended as follows:
"The Trustee may also agree, subject to certain conditions set
out in the Trust Deed, but without the consent of the Holders of
the Notes of such Series and of the Receipts and of the Coupons (if
any) relating thereto, (i) to the substitution of any Group Company
in place of the Issuer as principal debtor in respect of the Notes
of any Series or (ii) to the substitution in place of the Issuer as
principal debtor, or of any the Guarantor, of any successor in
business (as defined in the Trust Deed) of the Issuer or, as the
case may be, that the Guarantor. It is a condition of any such
substitution that such Notes, Receipts and Coupons (if any)
relating thereto thereupon become or remain, as the case may be,
unconditionally and irrevocably guaranteed on a joint and several
basis by N.V. (except where N.V. is the new principal debtor), PLC
(except where PLC is the new principal debtor) and UNUS (except
where UJH is the new principal debtor) UNUS.
So long as any Notes remain outstanding (as defined in the Trust
Deed), neither UJH nor N.V. nor PLC will merge with, or transfer
all or substantially all of its assets or undertaking to, another
company (except where UJH, N.V. or PLC, as the case may be, is the
continuing company) unless that other company agrees, in form and
manner reasonably satisfactory to the Trustee, to be bound by the
terms of the Notes, Receipts and the Coupons (if any) appertaining
thereto and the Trust Deed in place of UJH or, as the case may be,
N.V. or PLC and the Trustee is satisfied that the conditions set
out in the Trust Deed are complied with."
4.6 In respect of the 2019 Trust Deed Notes only, the fourth and
fifth paragraphs of Condition 15 of the relevant Conditions are
hereby amended as follows:
"The Trustee may also agree, subject to certain conditions set
out in the Trust Deed, but without the consent of the Holders of
the Notes of such Series and of the Coupons (if any) relating
thereto, (i) to the substitution of any Group Company in place of
the Issuer as principal debtor in respect of the Notes of any
Series or (ii) to the substitution in place of the Issuer as
principal debtor, or of any Guarantor, of any successor in business
(as defined in the Trust Deed) of the Issuer or, as the case may
be, that Guarantor. It is a condition of any such substitution in
accordance with (i) above that such Notes and Coupons (if any)
relating thereto thereupon become or remain, as the case may be,
unconditionally and irrevocably guaranteed on a joint and several
basis by N.V. (except where N.V. is the new principal debtor), PLC
(except where PLC is the new principal debtor) and UNUS.
So long as any Notes remain outstanding (as defined in the Trust
Deed), neither N.V. nor PLC will not merge with, or transfer all or
substantially all of its assets or undertaking to, another company
(except where, N.V. or PLC, as the case may be, is the continuing
company) unless that other company agrees, in form and manner
reasonably satisfactory to the Trustee, to be bound by the terms of
the Notes and the Coupons (if any) appertaining thereto and the
Trust Deed in place of N.V. or PLC and the Trustee is satisfied
that the conditions set out in the Trust Deed are complied
with."
5 Amendments to the relevant Trust Deeds
5.1 The definition of Auditors in the relevant Trust Deeds is hereby deleted.
5.2 The definition of Group Company in the relevant Trust Deeds
is hereby replaced with the following:
"Group Company" has the meaning set out in the Conditions.
5.3 The definition of Guarantee in the relevant Trust Deeds is
hereby replaced with the following:
"Guarantee" means the guarantee contained in these presents
pursuant to which the Notes are guaranteed, unconditionally and
irrevocably, by UNUS.
5.4 In respect of each relevant Trust Deed other than the 2019
Trust Deed, Clause 17(B)(i)(c) of each such relevant Trust Deed is
hereby replaced with the following:
"in the case of a substitution of a new principal debtor, an
unconditional and irrevocable guarantee of (a) N.V. and PLC or, (b)
where N.V. or PLC becomes the principal debtor, PLC or, as the case
may be, N.V. and UNUS (in each case), shall have been given by PLC
and (except where UJH is the new principal debtor) UNUS in form and
substance satisfactory to the Trustee of the payment of all moneys
payable by the Substituted Company under these presents, the Notes,
the Receipts and the Coupons;"
5.5 In respect of the 2019 Trust Deed only, Clause 17(B)(i)(c)
is hereby replaced with the following:
"in the case of a substitution of a Group Company Substitution
only, an unconditional and irrevocable guarantee of (a) N.V. and
PLC or, (b) where N.V. or PLC becomes the principal debtor, PLC or,
as the case may be, N.V. and UNUS (in each case), shall have been
given by PLC and (except where UJH is the new principal debtor)
UNUS in form and substance satisfactory to the Trustee of the
payment of all moneys payable by the Substituted Company under
these presents, the Notes and the Coupons;"
5.6 In respect of each relevant Trust Deed other than the 2019
Trust Deed, Clause 17(C)(ii) of the relevant Trust Deed is hereby
replaced with the following:
"where the New Company is incorporated, domiciled or resident
in, or is otherwise subject generally to the taxing jurisdiction
of, or of any authority in, a territory or territories other than,
in the case of N.V., The Netherlands, in the case of PLC, the
United Kingdom, in the case of UJH, Japan or, in the case of any
previous substitute under this Clause, the applicable territory,
undertakings or covenants shall be given by the New Company in
terms corresponding to the provisions of Condition 9 with the
substitution for the references to The Netherlands, the United
Kingdom, Japan or such territory, as the case may be, of references
to the territory or territories in which the New Company is
incorporated, domiciled or resident or to whose taxing jurisdiction
it is subject generally and in the event of any such undertaking or
covenant being given the provisions of these presents shall be read
and construed accordingly and the provisions of parts (i) to (iv)
of Condition 7(c) shall be amended accordingly;"
5.7 In respect of the 2019 Trust Deed only, Clause 17(C)(ii) is
hereby replaced with the following:
"where the New Company is incorporated, domiciled or resident
in, or is otherwise subject generally to the taxing jurisdiction
of, or of any authority in, a territory or territories other than,
in the case of N.V., The Netherlands, in the case of PLC, the
United Kingdom or, in the case of any previous substitute under
this Clause, the applicable territory, undertakings or covenants
shall be given by the New Company in terms corresponding to the
provisions of Condition 9 with the substitution for the references
to The Netherlands, the United Kingdom or such territory, as the
case may be, of references to the territory or territories in which
the New Company is incorporated, domiciled or resident or to whose
taxing jurisdiction it is subject generally and in the event of any
such undertaking or covenant being given the provisions of these
presents shall be read and construed accordingly and the provisions
of parts (i) to (iv) of Condition 7(b) shall be amended
accordingly;"
5.8 References to "N.V. or PLC" and "N.V. and PLC" in Clause
17(C) of each relevant Trust Deed are hereby replaced with
references to "PLC".
5.9 References to "N.V. or PLC" in Clause 18(A) of each relevant
Trust Deed are hereby replaced with references to "PLC".
5.10 References to "N.V. or PLC or any of their respective group
companies" in Clause 21 of each relevant Trust Deed are hereby
replaced with references to "PLC or any of its group
companies".
5.11 References to "N.V. or PLC" in Clause 22 of each relevant
Trust Deed are hereby replaced with references to "PLC".
6 Notice to Noteholders
PLC hereby covenants with the Trustee that, as soon as
practicable, and not later than 14 days after the date hereof it
shall give, or procure to be given, notice of the entry into this
Supplemental Trust Deed to the Noteholders (in a form previously
approved by the Trustee) in accordance with Condition 14.
7 Counterparts
This Supplemental Trust Deed may be executed in any number of
counterparts, each of which shall be identical and all of which,
when taken together, shall constitute one and the same instrument
and any one of the parties hereby may execute this Supplemental
Trust Deed by signing any such counterpart.
8 Rights of Third Parties
The parties to this Supplemental Trust Deed do not intend that
any term of this Supplemental Trust Deed should be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any
person who is not a party to this Supplemental Trust Deed.
9 Governing Law
This Supplemental Trust Deed, and any non-contractual
obligations arising out of or in connection with it, is governed
by, and shall be construed in accordance with, the laws of
England.
10 Jurisdiction
In relation to all claims arising hereunder (including a claim
relating to any non contractual obligations arising out of or in
connection with this Supplemental Trust Deed) NV, PLC, UJH and UNUS
severally agree that the courts of England are to have jurisdiction
to settle any such claim and that accordingly any suit, action or
proceedings (together referred to as "Proceedings") arising
hereunder may be brought in such courts.
Nothing contained in this Clause shall limit any right to take
proceedings against NV, PLC, UJH and UNUS in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one
or more jurisdictions preclude the taking of Proceedings in any
other jurisdiction, whether concurrently or not. Each of NV, PLC,
UJH and UNUS irrevocably agrees that any legal proceedings or any
demand or any notice may be made or served on it by the same being
posted in a prepaid registered or recorded delivery letter
addressed to it at the address set out in Clause 32 of the relevant
Trust Deed for the time being of PLC (or at such other office as it
may have notified in writing to the Trustee and as the Trustee
shall from time to time have approved) and marked for the attention
of the Group Secretary of PLC or such other official of PLC as NV,
UJH, or UNUS may have notified in writing to the Trustee and the
Trustee shall from time to time have approved.
In witness whereof this Supplemental Trust Deed has been
executed as a deed by the parties hereto and is intended to be and
is hereby delivered on the date first above written.
EXECUTED as a DEED
by
______________________
as attorney for
UNILEVER PLC
in the presence of:
Witness's signature
Name
Address
Occupation
EXECUTED as a DEED
by UNILEVER N.V.
(having its corporate
seat in Rotterdam,
The Netherlands)
acting by
in the capacity as
Duly Authorised Attorney
under its authority
acting by:
EXECUTED as a DEED
by the said UNILEVER
JAPAN HOLDINGS K.K.
acting by
under its authority:
EXECUTED as a DEED
by the said UNILEVER
UNITED STATES, INC.
acting by
under its authority:
EXECUTED and DELIVERED
as a DEED by
THE LAW DEBENTURE TRUST
CORPORATION P.L.C.
acting by two directors/a
director and a secretary:
Director
Director/Secretary
Representing Law Debenture
Corporate Services
Ltd
Schedule to the Supplemental Trust Deed
ISIN Description
------------- -------------------------------
XS1560644830 GBP350,000,000 1.125 per cent.
Notes due February 2022
------------- -------------------------------
XS1684780031 GBP250,000,000 1.375 per cent.
Notes due 15 September 2024
------------- -------------------------------
XS2008921277 GBP500,000,000 1.500 per cent.
Notes due July 2026
------------- -------------------------------
XS1684780205 GBP250,000,000 1.875 per cent.
Notes due 15 September 2029
------------- -------------------------------
XS2008925344 EUR650,000,000 1.500 per cent.
Notes due June 2039
SCHEDULE III TO NOTICE OF MEETINGS
FORM OF SUPPLEMENTAL TRUST DEED IN RESPECT OF STANDALONE NOTES
ISSUED BY NV
Dated [--] 2020
UNILEVER N.V.
and
UNILEVER PLC
and
[NEW BOND SUB]
and
UNILEVER INTERNATIONAL HOLDINGS N.V.
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
SUPPLEMENTAL TRUST DEED
relating to the Unilever N.V. EUR650,000,000 0.500 per cent.
Bonds due 6 January 2025 and the Unilever N.V. EUR650,000,000
1.375 per cent. Bonds due 4 September 2030
each guaranteed by Unilever PLC and Unilever United States,
Inc.
Ref: L-294827
Linklaters LLP
This Supplemental Trust Deed is made this [--] day of [--], 2020
by:
(1) UNILEVER N.V., a public limited liability company
incorporated under the laws of The Netherlands whose corporate seat
is in Rotterdam, The Netherlands having its registered office at
Weena 455, PO Box 760, 3000 DK Rotterdam, The Netherlands and
registered with the Dutch Trade Register of the Chamber of Commerce
under number 24051830 ("NV");
(2) UNILEVER PLC, a company incorporated under the laws of
England, whose registered office is at Port Sunlight, Wirral,
Merseyside CH62 4ZD, United Kingdom ("PLC");
(3) [NEW BOND SUB], a private company with limited liability
incorporated under the laws of The Netherlands whose corporate seat
is in [--], The Netherlands having its registered office at [--]
and registered with the Dutch Trade Register of the Chamber of
Commerce under number [--] ("New Bond Sub");
(4) UNILEVER INTERNATIONAL HOLDINGS N.V., a public limited
liability company incorporated under the laws of The Netherlands
whose corporate seat is in Rotterdam, The Netherlands having its
registered office at Weena 455, PO Box 760, 3000 DK Rotterdam, The
Netherlands and registered with the Dutch Trade Register of the
Chamber of Commerce under number 70363196 ("New NV");
(5) UNILEVER UNITED STATES, INC., a company incorporated under
the laws of the State of Delaware, United States of America, whose
registered office is at 1209 Orange Street, Wilmington, Delaware
19801, United States of America ("UNUS"); and
(6) THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company
incorporated under the laws of England, whose registered office is
at Fifth Floor, 100 Wood Street, London EC2V 7EX (the
"Trustee").
Whereas:
(A) On 4 September 2018, NV issued the EUR650,000,000 0.500 per
cent. Bonds due 6 January 2025 guaranteed by PLC and UNUS (the
"2025 Bonds") as constituted by the trust deed dated 4 September
2018 made between NV, PLC, UNUS, New NV and the Trustee (the "2025
Bonds Trust Deed" and, in respect of the 2025 Bonds only, the
"relevant Trust Deed") and the EUR650,000,000 1.375 per cent. Bonds
due 4 September 2030 guaranteed by PLC and UNUS (the "2030 Bonds"
and, together with the 2025 Bonds, the "Bonds" and each, a
"Series") as constituted by the trust deed dated 4 September 2018
made between NV, PLC, UNUS, New NV and the Trustee (the "2030 Bonds
Trust Deed" and, in respect of the 2030 Bonds only, the "relevant
Trust Deed").
(B) On [--] 2020, New Bond Sub was incorporated pursuant to a
Dutch statutory demerger (juridische splitsing) of NV (the "NV
Demerger"). As part of the NV Demerger, the Bonds became
obligations of New Bond Sub.
(C) On or around [--] 2020, pursuant to the Companies
(Cross-Border Mergers) Regulations 2007 (for English law purposes)
and the Dutch Civil Code (Burgerlijk Wetboek) (for Dutch law
purposes), NV and PLC will merge by way of a cross-border merger
carried out as a "merger by absorption" (the "Cross-Border Merger")
whereby PLC will acquire all the assets, liabilities and legal
relationships of NV under universal succession of title and NV will
cease to exist (the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever group referred to
herein as "Unification").
(D) Pursuant to Extraordinary Resolutions passed by holders of
each Series of the Bonds, the Bondholders have agreed to (i) the
substitution of New Bond Sub as Issuer of the Bonds (as effected
pursuant to the NV Demerger) (the "Issuer Substitution"), (ii) to
certain amendments to the terms and conditions of the relevant
Series which will be effected and implemented pursuant to this
Supplemental Trust Deed and (iii) direct the Trustee to waive any
Default which has arisen or would otherwise arise in respect of the
Bonds as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger pursuant to a waiver letter dated [--]
2020.
(E) The guarantees provided by PLC and UNUS in respect of the
Bonds will continue to remain in full force and effect.
(F) This Supplemental Trust Deed is supplemental to the 2025
Bonds Trust Deed in respect of the 2025 Bonds and the 2030 Bonds
Trust Deed in respect of the 2030 Bonds.
Now therefore this Supplemental Trust Deed witnesseth and it is
hereby declared as follows:
1 Definitions and Interpretation
To the extent to which the same are applicable and unless
otherwise defined herein, the definitions and provisions contained
in Clause 1 of the relevant Trust Deed shall apply to and be
incorporated in this Supplemental Trust Deed (including the
recitals hereto).
The relevant Trust Deed and this Supplemental Trust Deed shall
henceforth be read and construed together as one trust deed in
respect of the relevant Bonds.
2 Release of New NV
New NV is hereby released from all its obligations, undertakings
and covenants under the relevant Trust Deeds and the Bonds.
3 Release of NV as issuer
To the extent not effected in accordance with the terms of the
NV Demerger, NV (the "Retiring Issuer") is hereby released from all
its obligations, undertakings and covenants as issuer under the
relevant Trust Deeds and the Bonds.
4 Assumption of obligations by New Bond Sub as Issuer
To the extent not effected in accordance with the terms of the
NV Demerger, New Bond Sub hereby unconditionally and irrevocably
accepts the assumption of and agrees to be bound by and subject to
all obligations and liabilities pursuant to the Conditions of the
relevant Series of Bonds and the relevant Trust Deed of the
Retiring Issuer as Issuer of the Bonds and accordingly all the
provisions of the Conditions of the relevant Series of Bonds and
the relevant Trust Deed relating to the Retiring Issuer as Issuer
shall mutatis mutandis apply to New Bond Sub in all respects as if
New Bond Sub had been party to the relevant Trust Deed.
All references to "the Issuer", "Unilever N.V." or "NV" as
issuer in the relevant Conditions and the relevant Trust Deed shall
be deemed to be references to "New Bond Sub" as issuer and a
definition of New Bond Sub shall be included in Clause 1 of the
relevant Trust Deed as follows:
"New Bond Sub" means [--], a private company with limited
liability incorporated under the laws of The Netherlands whose
corporate seat is in [--], The Netherlands having its registered
office at [--], The Netherlands and registered with the Dutch Trade
Register of the Chamber of Commerce under number [--].
5 Continuing guarantees
Each of PLC and UNUS hereby confirms that the guarantees
provided by it in respect of the Bonds will continue to remain in
full force and effect following the execution of this Supplemental
Trust Deed.
6 Additional amendments to the relevant Conditions
6.1 Condition 1 of the relevant Conditions is hereby deleted in
its entirety and replaced with the following:
"In these Conditions:
"Guarantor" means each of PLC and UNUS;
"Group Company" has the meaning set out in Condition 4;
"Issuer" means New Bond Sub; and
"Unilever Group" has the meaning set out in Condition 4.
6.2 References to "the Initial Guarantors" in the relevant
Conditions are hereby deleted and replaced with references to "the
Guarantors".
6.3 The reference to "and from, and including, the Automatic
Issuer Substitution Effective Time, New Sub will have," in
Condition 3(a) of the relevant Conditions is hereby deleted.
6.4 Condition 3(b) of the relevant Conditions is hereby deleted
in its entirety and replaced with "Not used".
6.5 Condition 4(a) of the relevant Conditions is hereby amended as follows:
" Prior to the Automatic Issuer Substitution Effective Time :
Prior to the Automatic Issuer Substitution Effective Time, s So
long as any Bond or Coupon remains outstanding (as defined in the
Trust Deed),:
(a) New Bond Sub will not create or have outstanding any
mortgage, charge, lien, pledge or other security interest,
upon the whole or any part of its undertaking or assets
(including any uncalled capital), present or future;
and
(b) neither N.V. nor PLC will not create or have outstanding
any mortgage, charge, lien, pledge or other security
interest, upon the whole or any substantial part of
its undertaking or assets (including any uncalled
capital), present or future,
to secure any Indebtedness of any person (or any guarantee or
indemnity given in respect thereof) unless the Bonds and the
Coupons shall be secured by such mortgage, charge, lien, pledge or
other security interest equally and rateably therewith in the same
manner or in a manner satisfactory to the Trustee or such other
security for the Bonds and Coupons as shall be provided as the
Trustee shall, in its absolute discretion, deem not less beneficial
to the Bondholders or as shall be approved by an Extraordinary
Resolution (as defined in the Trust Deed) of Bondholders provided
that the restriction contained in this Condition shall not apply
to:
(i) any mortgage, charge, lien, pledge or other security
interest arising solely by mandatory operation of law; and
(ii) any security over assets of NV New Bond Sub or, as the case
may be, PLC arising pursuant to the Algemene Voorwaarden (general
terms and conditions) of the Nederlandse Vereniging van Banken
(Dutch Bankers' Association) and/or similar terms applied by
financial institutions, if and insofar as applicable.
For the purposes of this Condition 4(a):
"Indebtedness" means any loan or other indebtedness in the form
of, or represented by, bonds, notes, debentures or other securities
which at the time of issue thereof either is, or is intended to be,
quoted, listed or ordinarily dealt in on any stock exchange,
over-the-counter or other recognised securities market and which by
its terms has an initial stated maturity of more than one year;
and
"substantial" means, in relation to each of N.V. and PLC, an
aggregate amount equal to or greater than 25 per cent. of the
aggregate value of the fixed assets and current assets of N.V., PLC
and its their group companies (being those companies required to be
consolidated in accordance with Netherlands and United Kingdom
legislative requirements relating to consolidated accounts) (the
"Unilever Group", and any company within the Unilever Group being
referred to herein as a "Group Company"), such value and such
assets being determined by reference to the then most recently
published audited consolidated balance sheet of the Unilever Group.
A report by the auditors of N.V. or PLC, as the case may be, that,
in their opinion, (1) the amounts shown in a certificate provided
by N.V. and PLC (showing the fixed assets and current assets of the
relevant part and those fixed assets and current assets expressed
as a percentage of the fixed assets and current assets of the
Unilever Group) have been accurately extracted from the accounting
records of the Unilever Group, and (2) the percentage of the fixed
assets and current assets of that part to the fixed assets and the
current assets of the Unilever Group has been correctly calculated,
shall, in the absence of manifest error, be conclusive evidence of
the matters to which it relates."
6.6 Condition 4(b) of the relevant Conditions is hereby deleted
in its entirety and replaced with "Not used".
6.7 References in Condition 8 of the relevant Conditions to "or
(from, and including, the Automatic Issuer Substitution Effective
Time) New Sub" are hereby deleted.
6.8 Condition 9 of the relevant Conditions is hereby amended as follows:
"9 Repayment Upon Event of Default
The following events or circumstances (each, a "Default") shall
be acceleration events in relation to the Bonds:
(a) there is a default in the payment of any principal of, or
for more than 15 days in the payment of any interest due on, any of
the Bonds; or
(b) there is a default in the performance or observance by the
Issuer, or PLC or (from, and including, the Automatic Issuer
Substitution Effective Time) New Sub of any other obligation under
the Trust Deed or the Bonds and such default continues for 30 days
after written notice thereof shall have been given to the Issuer
and the Guarantors by the Trustee requiring the same to be
remedied; or
(c) (i) any other indebtedness in respect of borrowed money
(amounting in aggregate principal amount to not less than
U.S.$100,000,000 or the equivalent thereof in any other currency or
currencies) of the Issuer or PLC or (from, and including, the
Automatic Issuer Substitution Effective Time) New Sub becomes
prematurely repayable as a result of a default under the terms
thereof, or (ii) the Issuer or PLC or (from, and including, the
Automatic Issuer Substitution Effective Time) New Sub defaults in
the repayment of any indebtedness in respect of borrowed money
(amounting in aggregate principal amount to not less than
U.S.$100,000,000 or the equivalent thereof in any other currency or
currencies) at the maturity thereof (taking into account any
applicable grace period therefor), or (iii) any guarantee or
indemnity given by the Issuer or PLC or (from, and including, the
Automatic Issuer Substitution Effective Time) New Sub in respect of
any indebtedness in respect of borrowed money (amounting in
aggregate principal amount to not less than U.S.$100,000,000 or the
equivalent thereof in any other currency or currencies) shall not
be honoured when due and called upon (taking into account any
applicable grace period therefor) save where the Trustee is
satisfied that liability under such guarantee or indemnity is being
contested in good faith; or
(d) an order is made or a decree or an effective resolution is
passed for the winding-up, liquidation or dissolution of the Issuer
or PLC or (from, and including, the Automatic Issuer Substitution
Effective Time) New Sub or an administration order is made or an
administrator is appointed in relation to PLC (except for the
purpose of a merger, reconstruction or amalgamation, under the
terms of Condition 12or the terms of which have previously been
approved in writing by the Trustee) and such order, decree or
resolution is not discharged or stayed within a period of 60 days
(except where such order, decree or resolution is initiated or
consented to by the relevant company or its shareholders); or
(e) the Issuer or PLC or (from, and including, the Automatic
Issuer Substitution Effective Time) New Sub (except for the purpose
of a merger, reconstruction or amalgamation, under the terms of
Condition 12 or the terms of which have previously been approved in
writing by the Trustee) ceases or threatens to cease to carry on
the whole or substantially the whole of its business; or
(f) an administrative receiver or other receiver, trustee,
assignee or like officer is appointed of the whole or a substantial
part of the undertaking or assets of PLC or an administrator
(bewindvoerder) is provisionally or definitively appointed by the
District Court in the event of a moratorium (surséance van
betaling) over the whole or a substantial part of the undertaking
or assets of the Issuer or (from, and including, the Automatic
Issuer Substitution Effective Time) New Sub and (except where any
such appointment is made by or at the instigation or motion of the
relevant company or its shareholders) such appointment is not
discharged within 30 days; or
(g) a trustee in bankruptcy (curator) is appointed by the
District Court in the event of bankruptcy (faillissement) affecting
the whole or a substantial part of the undertaking or assets of the
Issuer or (from, and including, the Automatic Issuer Substitution
Effective Time) New Sub and such appointment is not discharged
within 30 days; or
(h) a distress or execution is levied or enforced upon or sued
out against a substantial part of the assets of the Issuer or PLC
or (from, and including, the Automatic Issuer Substitution
Effective Time) New Sub (being, in the case of the Issuer and
(from, and including, the Automatic Issuer Substitution Effective
Time) New Sub, either an executory attachment (executoriaal beslag)
or a conservatory attachment (conservatoir beslag)) and is not
removed, discharged, cancelled or paid out within 30 days after the
making thereof or any encumbrancer takes possession of the whole or
a substantial part of the undertaking or assets of the Issuer or
PLC or (from, and including, the Automatic Issuer Substitution
Effective Time) New Sub and is not discharged within 30 days;
or
(i) for any reason the guarantee of PLC or (from, and including,
the Automatic Issuer Substitution Effective Time) New Sub in
respect of the Bonds ceases to be in full force and effect.
For the purposes of paragraphs (f), (g) and (h) the expression
"a substantial part" means a part whose value is equal to or
greater than 25 per cent. of the aggregate value of the fixed
assets and current assets of the Unilever Group, such value and
such assets being determined by reference to the then most recently
published audited consolidated balance sheet of the Unilever Group.
A report by the auditors of PLC the Issuer that, in their opinion,
(i) the amounts shown in a certificate provided by PLC the Issuer
(showing the fixed assets and current assets of the relevant part
and those fixed assets and current assets expressed as a percentage
of the fixed assets and current assets of the Unilever Group) have
been correctly extracted from the accounting records of the
Unilever Group and (ii) the percentage of the fixed assets and
current assets of that part to the fixed assets and the current
assets of the Unilever Group has been correctly calculated, shall,
in the absence of manifest error, be conclusive evidence of the
matters to which it relates."
6.9 Condition 12(c) of the relevant Conditions is hereby amended as follows:
"Substitution: Without prejudice to Condition 13, the Trustee
may also agree, subject to certain conditions set out in the Trust
Deed, but without the consent of the Bondholders and Couponholders,
(i) to the substitution of any Group Company in place of the Issuer
as principal debtor in respect of the Bonds or (ii) to the
substitution in place of the Issuer as principal debtor, or of any
Guarantor, of any successor in business (as defined in the Trust
Deed) of the Issuer or, as the case may be, that Guarantor. It is a
condition of any such substitution that such Bonds and Coupons
thereupon become or remain, as the case may be, unconditionally and
irrevocably guaranteed on a joint and several basis by the Issuer,
PLC (except where PLC is the new principal debtor), and UNUS
(except where UNUS is the new principal debtor) and (from, and
including, the Automatic Issuer Substitution Time) New Sub (except
where New Sub is the principal debtor).
So as long as any Bonds remain outstanding (as defined in the
Trust Deed), neither the Issuer, nor PLC nor (from, and including,
the Automatic Issuer Substitution Effective Time) New Sub will
merge with, or transfer all or substantially all of its assets or
undertaking to, another company (except where the Issuer or PLC, or
(from, and including, the Automatic Issuer Substitution Effective
Time) New Sub, as the case may be, is the continuing company)
unless that other company agrees, in form and manner reasonably
satisfactory to the Trustee, to be bound by the terms of the Bonds
and Coupons and the Trust Deed in place of the Issuer or PLC or
(from, and including, the Automatic Issuer Substitution Effective
Time) New Sub and the Trustee is satisfied that the conditions set
out in the Trust Deed are complied with."
6.10 Condition 13 (Automatic Issuer Substitution) of the
relevant Conditions is hereby deleted in its entirety and replaced
with "Not used".
6.11 The reference in Condition 19 of the relevant Conditions to
"The Initial Issuer, the New Issuer" is hereby replaced with a
reference to "The Issuer".
7 Amendments to the relevant Trust Deeds
7.1 All references in the relevant Trust Deeds to "the Initial
Guarantors" shall be deemed to be references to "the
Guarantors".
7.2 Recital (B) of the relevant Trust Deeds is hereby deleted in its entirety.
7.3 The definitions of Automatic Issuer Substitution Effective
Time, Dutch Merger and Initial Guarantors in Clause 1.1 of the
relevant Trust Deeds are hereby deleted.
7.4 The definitions of Group Company, Guarantors and Issuer in
Clause 1.1 of the relevant Trust Deeds are hereby replaced with the
following:
"Group Company" has the meaning set out in the Conditions
"Guarantors" means PLC and UNUS
"Issuer" means New Bond Sub
7.5 The reference to ", New NV or New Sub" in Clause 4.2 of the
relevant Trust Deeds is hereby deleted.
7.6 The reference to "and from, and including, the Automatic
Issuer Substitution Effective Time, New Sub will guarantee," in
Clause 5.1 of the relevant Trust Deeds is hereby deleted.
7.7 Clause 5.2 of the relevant Trust Deeds is hereby deleted in
its entirety and replaced with "Not used".
7.8 Clause 7.1 of the relevant Trust Deeds is hereby deleted in
its entirety and replaced with "Not used".
7.9 The reference to "and in the absence of express notice to
the contrary shall be entitled to assume that the Automatic Issuer
Substitution Effective Time has not occurred" in Clause 12 of the
relevant Trust Deeds is hereby deleted.
7.10 The references to New NV and New Sub in Clause 10.1 and
10.2 of the relevant Trust Deeds are hereby deleted.
7.11 The references to New NV in Clause 15 of the relevant Trust Deeds are hereby deleted.
7.12 Clause 16.2.1(iii) of the relevant Trust Deeds is hereby amended as follows:
"in the case of a substitution of a new principal debtor an
unconditional and irrevocable guarantee shall have been given by
the Issuer, PLC (except where PLC is the new principal debtor), and
UNUS (except where UNUS is the new principal debtor) and, from and
including the Automatic Issuer Substitution Effective Time, New Sub
(except where New Sub is the new principal debtor), in each case,
in form and substance satisfactory to the Trustee of the payment of
all moneys payable by the Substituted Company under this Trust
Deed, the Bonds and the Coupons;"
7.13 Clause 16.2.5 of the relevant Trust Deeds is hereby amended as follows:
"Merger Covenant: The Issuer, and PLC and from, and including,
the Automatic Issuer Substitution Effective Time, New Sub each
hereby covenants with the Trustee that, so long as any of the Bonds
or the Coupons is outstanding, it will not, except where the
Issuer, or PLC or New Sub, as the case may be, is the continuing
company, merge into, or transfer all or substantially all of its
assets or undertaking to, another company ("New Company") unless,
inter alia, a trust deed is executed or some other form of
undertaking is given by the New Company in form and manner
reasonably satisfactory to the Trustee, agreeing to be bound by the
terms of this Trust Deed, the Bonds and the Coupons, with any
consequential amendments which the Trustee may deem appropriate as
fully as if the New Company had been named in this Trust Deed and
on the Bonds and the Coupons in place of the Issuer, or PLC or New
Sub, as the case may be (or of any previous substitute under this
Clause), and the following further conditions apply:"
7.14 Clause 16.3 of the relevant Trust Deeds is hereby amended as follows:
"16.3
16.3.1 the Issuer, or PLC or New Sub, as the case
may be (or any previous substitute under this
Clause), and the New Company shall comply
with such other requirements as the Trustee
may reasonably direct in the interests of
the Bonds;
16.3.2 where the New Company is incorporated, domiciled
or resident in, or is otherwise subject generally
to the taxing jurisdiction of, or of any authority
in, a territory or territories other than,
in the case of the Issuer or New Sub, The
Netherlands, in the case of PLC, the United
Kingdom or, in the case of any previous substitute
under this Clause, the applicable territory,
undertakings or covenants shall be given by
the New Company in terms corresponding to
the provisions of Condition 8 with the substitution
for the references to The Netherlands, the
United Kingdom or such territory, as the case
may be, of references to the territory or
territories in which the New Company is incorporated,
domiciled or resident or to whose taxing jurisdiction
it is subject generally and in the event of
any such undertaking or covenant being given
the provisions of this Trust Deed shall be
read and construed accordingly and the provisions
of parts (i) to (iv) of Condition 6(b) shall
be amended accordingly;
16.3.3 in the case of the merger of, or transfer
by, the Issuer or any previous substitute
under this Clause, an unconditional and irrevocable
guarantee is given by the Guarantors in form
and substance satisfactory to the Trustee
of the payment of all moneys payable by the
New Company under this Trust Deed and the
Bonds; and
16.3.4 if the directors of the New Company (or other
officers acceptable to the Trustee) shall
certify to the Trustee that it is solvent
at the time at which the said merger or transfer
is proposed to be effected, the Trustee may
rely absolutely on such certificate and shall
not be bound to have regard to the financial
condition, profits or prospects of the New
Company or to compare the same with those
of the Issuer, or PLC or New Sub, as the case
may be (or of any previous substitute under
this Clause).
Any such trust deed or undertaking shall, if so expressed,
operate to release the Issuer, or PLC or New Sub, as the case may
be, or any such previous substitute as aforesaid, from all of its
obligations under the Bonds, the Coupons and this Trust Deed. Not
later than 15 days after the execution of any such documents as
aforesaid and after compliance with the said requirements of the
Trustee, the Issuer, or PLC or New Sub, as the case may be, or such
previous substitute shall give notice thereof to the Bondholders in
accordance with Condition 17. Upon the execution of such documents
and compliance with the said requirements the New Company shall be
deemed to be named in this Trust Deed and on the Bonds and the
Coupons in place of the Issuer, or PLC or New Sub, as the case may
be (or of any previous substitute under this sub-clause), under
this Trust Deed, the Bonds and the Coupons, and this Trust Deed,
the Bonds and the Coupons shall be deemed to be amended in such
manner as shall be necessary to give effect to the above provisions
and without prejudice to the generality of the foregoing references
in this Trust Deed, in the Bonds or in the Coupons to the Issuer,
or PLC or New Sub, as the case may be, or such previous substitute
shall, where the context so requires, be deemed to be references to
the New Company."
7.15 Clause 17 of the relevant Trust Deeds is hereby deleted in
its entirety and replaced with "Not used".
7.16 The communication details for NV and New NV in Clause 21 of
the relevant Trust Deeds are hereby deleted.
7.17 The references to New NV in Clause 23.3 of the relevant Trust Deeds are hereby deleted.
8 Incorporation of Terms
It is declared that there shall be deemed to be incorporated in
this Supplemental Trust Deed all the covenants, undertakings,
powers, obligations and/or other provisions of the relevant Trust
Deeds, the Schedules thereto, the Conditions of the relevant Series
relating to or affecting the Issuer or the Guarantors, as the case
may be, in the same manner and to the same extent as if the same
had been, mutatis mutandis, set out in full in this Supplemental
Trust Deed and made applicable to New Bond Sub as issuer, and
(without prejudice to the generality of the foregoing) New Bond Sub
accordingly covenants in favour of the Trustee to duly perform and
observe and be bound by the said covenants, undertakings, powers,
obligations and/or other provisions imposed on or relating to or
affecting it by or under the Trust Deed or the Schedules or the
Conditions.
9 Notices
Any communication to New Bond Sub shall be by letter or
electronic communication to New Bond Sub at:
[New Bond Sub]
Address: [--]
Email: [--]
Attention: [--]
10 Notice to Bondholders
New Bond Sub hereby covenants with the Trustee that, as soon as
practicable, and not later than 14 days after the date hereof it
shall give, or procure to be given, notice of the entry into this
Supplemental Trust Deed to the Bondholders (in a form previously
approved by the Trustee) in accordance with Condition 17.
11 Counterparts
This Supplemental Trust Deed may be executed in any number of
counterparts, each of which shall be identical and all of which,
when taken together, shall constitute one and the same instrument
and any one of the parties hereby may execute this Supplemental
Trust Deed by signing any such counterpart.
12 Rights of Third Parties
The parties to this Supplemental Trust Deed do not intend that
any term of this Supplemental Trust Deed should be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any
person who is not a party to this Supplemental Trust Deed.
13 Governing Law and Jurisdiction
13.1 Governing Law: This Supplemental Trust Deed, and any
non-contractual obligations arising out of or in connection with
it, is governed by, and shall be construed in accordance with, the
laws of England.
13.2 Jurisdiction: The courts of England are to have
jurisdiction to settle any disputes which may arise out of or in
connection with this Supplemental Trust Deed and accordingly any
legal action or proceedings arising out of or in connection with
this Supplemental Trust Deed ("Proceedings") may be brought in such
courts. New Bond Sub and UNUS each irrevocably submit to the
jurisdiction of such courts and waives any objections to
Proceedings in such courts on the ground of venue or on the ground
that the Proceedings have been brought in an inconvenient forum.
This Clause is for the benefit of each of the Trustee, the
Bondholders and the Couponholders and shall not limit the right of
any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not).
13.3 Service of Process: Each of New Bond Sub and UNUS
irrevocably appoints PLC to receive, for it and on its behalf,
service of process in any Proceedings in England. Such service
shall be deemed completed on delivery to such process agent
(whether or not it is forwarded to and received by New Bond Sub or
UNUS). If for any reason such process agent ceases to be able to
act as such or no longer has an address in England each of New Bond
Sub and UNUS irrevocably agrees to appoint a substitute process
agent acceptable to the Trustee and shall immediately notify the
Trustee of such appointment. Nothing shall affect the right to
serve process in any other manner permitted by law.
In witness whereof this Supplemental Trust Deed has been
executed as a deed by the parties hereto and is intended to be and
is hereby delivered on the date first above written.
EXECUTED as a DEED
by ______________________
as attorney for
UNILEVER PLC
in the presence of:
Witness's signature
Name
Address
Occupation
EXECUTED as a DEED
by UNILEVER N.V.
(having its corporate
seat in Rotterdam,
The Netherlands)
acting by
in the capacity as
Duly Authorised Attorney
under its authority
acting by:
EXECUTED as a DEED
by [NEW BOND SUB]
represented by Unilever
N.V.
as its sole managing
director by:
EXECUTED as a DEED
by UNILEVER INTERNATIONAL
HOLDINGS N.V.
(having its corporate
seat in Rotterdam,
The Netherlands)
acting by
in the capacity as
Duly Authorised Attorney
under its authority
acting by:
EXECUTED as a DEED
by the said UNILEVER
UNITED STATES, INC.
acting by
under its authority:
EXECUTED and DELIVERED
as a DEED by
THE LAW DEBENTURE TRUST
CORPORATION P.L.C.
acting by two directors/a
director and a secretary:
Director
Director/Secretary
Representing Law Debenture
Corporate Services
Ltd
SCHEDULE IV TO NOTICE OF MEETINGS
FORM OF WAIVER LETTER
[ To be placed on the letterhead of The Law Debenture Trust
Corporation p.l.c. ]
UNILEVER N.V. ("NV")
Weena 455
3013 AL
Rotterdam
The Netherlands
UNILEVER PLC ("PLC")
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
and
UNILEVER UNITED STATES, INC.
1209 Orange Street
Wilmington
Delaware 19801
United States of America
Attention: [--]
[--] 2020
Dear Sirs
UNILEVER N.V. and UNILEVER PLC
EUR500,000,000 0.000 per cent. Notes due July 2021 issued by
Unilever N.V. (ISIN: XS1654191623)
EUR750,000,000 0.500 per cent. Notes due February 2022 issued by
Unilever N.V. (ISIN: XS1178970106)
EUR600,000,000 0.375 per cent. Notes due February 2023 issued by
Unilever N.V. (ISIN: XS1566100977)
EUR500,000,000 1.000 per cent. Notes due June 2023 issued by
Unilever N.V. (ISIN: XS1241577490)
EUR500,000,000 0.500 per cent. Notes due August 2023 issued by
Unilever N.V. (ISIN: XS1769090728)
EUR500,000,000 0.500 per cent. Notes due April 2024 issued by
Unilever N.V. (ISIN: XS1403014936)
EUR1,000,000,000 1.250 per cent. Notes due March 2025 issued by
Unilever N.V. (ISIN: XS2147133495)
EUR650,000,000 0.875 per cent. Notes due July 2025 issued by
Unilever N.V. (ISIN: XS1654192191)
EUR700,000,000 1.125 per cent. Notes due February 2027 issued by
Unilever N.V. (ISIN: XS1769090991)
EUR600,000,000 1.000 per cent. Notes due February 2027 issued by
Unilever N.V. (ISIN: XS1566101603)
EUR700,000,000 1.125 per cent. Notes due April 2028 issued by
Unilever N.V. (ISIN: XS1403015156)
EUR750,000,000 1.375 per cent. Notes due July 2029 issued by
Unilever N.V. (ISIN: XS1654192274)
EUR1,000,000,000 1.750 per cent. Notes due March 2030 issued by
Unilever N.V. (ISIN: XS2147133578)
EUR800,000,000 1.625 per cent. Notes due February 2033 issued by
Unilever N.V. (ISIN: XS1769091296)
(the "NV DIP Notes")
GBP350,000,000 1.125 per cent. Notes due February 2022 issued by
Unilever PLC (ISIN: XS1560644830)
GBP250,000,000 1.375 per cent. Notes due September 2024 issued
by Unilever PLC (ISIN: XS1684780031)
GBP500,000,000 1.500 per cent. Notes due July 2026 issued by
Unilever PLC (ISIN: XS2008921277)
GBP250,000,000 1.875 per cent. Notes due September 2029 issued
by Unilever PLC (ISIN: XS1684780205)
EUR650,000,000 1.500 per cent. Notes due June 2039 issued by
Unilever PLC (ISIN: XS2008925344)
(the "PLC DIP Notes" and, together with the NV DIP Notes, the
"DIP Notes")
EUR650,000,000 0.500 per cent. Bonds due January 2025 issued by
Unilever N.V. (ISIN: XS1873208950)
EUR650,000,000 1.375 per cent. Bonds due September 2030 issued
by Unilever N.V. (ISIN: XS1873209172)
(the "Standalone Notes" and, together with the DIP Notes, the
"Notes", and each a "Series")
We refer to the trust deed dated 22 July 1994 as supplemented by
the Nineteenth Supplemental Trust Deed dated 2 May 2014 (the "2014
Trust Deed"), the trust deed dated 22 July 1994 as supplemented by
the Twentieth Supplemental Trust Deed dated 1 May 2015 (the "2015
Trust Deed"), the trust deed dated 22 July 1994 as supplemented by
the Twenty First Supplemental Trust Deed dated 22 April 2016 (the
"2016 Trust Deed"), the trust deed dated 22 July 1994 as
supplemented by the Twenty Second Supplemental Trust Deed dated 15
May 2019 (the "2019 Trust Deed"), the trust deed dated 4 September
2018 (the "2025 Bonds Trust Deed") and the trust deed dated 4
September 2018 (the "2030 Bonds Trust Deed" and, together with the
2014 Trust Deed, the 2015 Trust Deed, the 2016 Trust Deed, the 2019
Trust Deed and the 2025 Bonds Trust Deed, the "Trust Deeds"), each
of which were made between, inter alia, NV, PLC and us as trustee
of the Notes (the "Trustee") and constituting the relevant
Notes.
Capitalised terms used herein but not defined in this letter
(the "Waiver Letter") shall, in respect of each series of Notes,
have the meanings ascribed to them in (i) the Trust Deed or (ii)
the Extraordinary Resolutions (as defined below) in each case
applicable to that series of Notes including any defined terms
incorporated therein by reference.
1. At meetings of the Noteholders, duly held on [--] 2020 (the
"Noteholders' Meetings"), the Noteholders passed Extraordinary
Resolutions in respect of each of the series of Notes described
above (the "Extraordinary Resolutions") to assent to the waivers
set out in paragraph 2 below and to authorise, direct, request and
empower the Trustee to enter into this Waiver Letter to effect the
waivers set out in paragraph 2 below.
2. In accordance with the terms of the Extraordinary Resolutions
passed at the Noteholders' Meetings in respect of:
(a) each series of the NV DIP Notes we, as Trustee of the NV DIP
Notes, grant a waiver, effective from the date hereof, of any
Default that has arisen or would otherwise arise in respect of the
NV DIP Notes as a result of or in connection with any or all of the
NV Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger (each such term as defined in the relevant
Extraordinary Resolution);
(b) each series of the PLC DIP Notes we, as Trustee of the PLC
DIP Notes, grant a waiver, effective from the date hereof, of any
Default that has arisen or would otherwise arise in respect of the
PLC DIP Notes as a result of or in connection with any or all of
the NV Demerger, the Unification, the Guarantor Release or the
Cross-Border Merger (each such term as defined in the relevant
Extraordinary Resolution); and
(c) each series of the Standalone Notes we, as Trustee of the
Standalone Notes, grant a waiver, effective from the date hereof,
of any Default that has arisen or would otherwise arise in respect
of the Standalone Notes as a result of or in connection with any or
all of the NV Demerger, the Unification, the Issuer Substitution or
the Cross-Border Merger (each such term as defined in the relevant
Extraordinary Resolution).
3. The waivers granted by the Trustee in paragraph 2 above are
strictly without prejudice to the Trustee's rights under the Notes
and the applicable Trust Deeds and are not a waiver of any other
provision or Condition of the Notes or provision of the applicable
Trust Deeds and the Trustee's rights in relation thereto are hereby
reserved and may be exercised at any time without further notice
(save where such notice is required by the provisions or Conditions
of the applicable Notes or the provisions of the applicable Trust
Deed).
In granting the waivers set out herein the Trustee acts pursuant
to the Extraordinary Resolutions and, in doing so, shall have the
benefit of all of the protections set out in its favour under the
relevant Trust Deed.
This Waiver Letter and any non-contractual obligations arising
out of or in connection with it shall be governed by and construed
in accordance with English law. Clause 34 of each of the 2014 Trust
Deed, the 2015 Trust Deed, the 2016 Trust Deed and the 2019 Trust
Deed and Clause 23.2 of each of the 2025 Bonds Trust Deed and the
2030 Bonds Trust Deed apply hereto as though references therein to
"this Trust Deed" were references to this Waiver Letter.
Kindly sign and return the enclosed copy of this Waiver Letter
to signify your agreement to its terms and conditions.
Yours faithfully,
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
as Trustee
By ............................
Signed by way of agreement to the terms and conditions of this
Waiver Letter by:
UNILEVER N.V.
as Issuer of the NV DIP Notes
By ....................................
UNILEVER N.V.
as Guarantor of the PLC DIP Notes
By ....................................
UNILEVER N.V.
as Issuer of the Standalone Notes
By ....................................
UNILEVER PLC
as Issuer of the PLC DIP Notes
By ....................................
UNILEVER PLC
as Guarantor of the NV DIP Notes
By ....................................
UNILEVER PLC
as Guarantor of the Standalone Notes
By ....................................
UNILEVER UNITED STATES, INC.
as Guarantor of the NV DIP Notes
By ....................................
UNILEVER UNITED STATES, INC.
as Guarantor of the PLC DIP Notes
By ....................................
UNILEVER UNITED STATES, INC.
as Guarantor of the Standalone Notes
By ....................................
DISCLAIMER This Notice of Meetings must be read in conjunction
with the Consent Solicitation Memorandum. This Notice of Meetings
and the Consent Solicitation Memorandum contain important
information which should be read carefully before any decision is
made with respect to the relevant Proposed Amendments. If any
Noteholder is in any doubt as to the action it should take or is
unsure of the impact of the implementation of the relevant Proposed
Amendments or the relevant Extraordinary Resolution to be proposed
at the relevant Meeting, it is recommended to seek its own
financial and legal advice, including as to any tax and legal
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the
relevant Consent Solicitation.
None of the Solicitation Agents, the Tabulation Agent, the
Trustee the Issuers, nor any director, officer, employee, agent or
affiliate of any such person, is acting for any Noteholder, or will
be responsible to any Noteholder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the relevant Consent Solicitation, and accordingly none
of the Solicitation Agents, the Tabulation Agent, the Trustee, the
Issuers, nor any director, officer, employee, agent or affiliate
of, any such person makes any recommendation whether Noteholders
should participate in the relevant Consent Solicitation.
Safe Harbour
This Notice of Meetings may contain forward-looking statements,
including 'forward-looking statements' within the meaning of the
United States Private Securities Litigation Reform Act of 1995.
Words such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', or the negative of these terms and
other similar expressions of future performance or results, and
their negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the "Group" or
"Unilever"). They are not historical facts, nor are they guarantees
of future performance.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by
these forward-looking statements. Among other risks and
uncertainties, the material or principal factors which could cause
actual results to differ materially are: Unilever's global brands
not meeting consumer preferences; Unilever's ability to innovate
and remain competitive; Unilever's investment choices in its
portfolio management; the effect of climate change on Unilever's
business; Unilever's ability to find sustainable solutions to its
plastic packaging; significant changes or deterioration in customer
relationships; the recruitment and retention of talented employees;
disruptions in our supply chain and distribution; increases or
volatility in the cost of raw materials and commodities; the
production of safe and high quality products; secure and reliable
IT infrastructure; execution of acquisitions, divestitures and
business transformation projects; economic, social and political
risks and natural disasters; financial risks; failure to meet high
and ethical standards; and managing regulatory, tax and legal
matters. A number of these risks have increased as a result of the
current COVID-19 pandemic. These forward-looking statements speak
only as of the date of this Notice of Meetings. Except as required
by any applicable law or regulation, the Group expressly disclaims
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statement is based. Further details of potential risks and
uncertainties affecting the Group
are described in the Group's filings with the London Stock
Exchange, Euronext Amsterdam and the US Securities and Exchange
Commission (the "SEC"), including in the Annual Report on Form 20-F
2019 and the Unilever Annual Report and Accounts 2019.
Important Information
This Notice of Meetings 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 Notice of Meetings 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 Unification, Unilever PLC expects to
issue ordinary shares (including ordinary shares represented by
American Depositary Shares) to security holders of Unilever N.V. in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof.
Unification has not been and will not be approved or disapproved by
the SEC, nor has the SEC or any US state securities commission
passed upon the merits or fairness of Unification. Any
representation to the contrary is a criminal offence in the United
States.
The release, publication or distribution of this Notice of
Meetings in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which this Notice of
Meetings is released, published or distributed should inform
themselves about and observe such restrictions.
No solicitation will be made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
This Notice of Meetings 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 Regulation (EU) 2017/1129.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLQLFLBQLFBBQ
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June 26, 2020 08:30 ET (12:30 GMT)
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