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RNS Number : 8344B
Unilever PLC
12 October 2020
Unification of Unilever's Corporate Structure - Results of the
Shareholder Meetings of Unilever PLC
London/Rotterdam, 12 October 2020
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, Unilever PLC
("Unification"). On 10 August 2020, Unilever published a circular
to shareholders of Unilever NV and Unilever PLC (the "Circular")
and a prospectus for Unilever PLC (the "Prospectus") in connection
with Unification.
Unilever is pleased to announce that at the court meeting (the
"Court Meeting") and general meeting (the "General Meeting") of
Unilever PLC shareholders held by electronic means earlier today in
connection with Unification, all of the resolutions proposed were
duly passed by Unilever PLC shareholders. This follows the passing
of the resolutions at the extraordinary general meeting of
shareholders of Unilever NV held virtually on 21 September
2020.
At the Court Meeting, a majority in number of Unilever PLC
shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the cross-border merger (the
"Cross-Border Merger"). The resolution was duly passed as a result.
At the General Meeting, the special resolution to approve the
Cross-Border Merger and provide for its implementation was also
passed by the requisite majority.
Court Meeting
The voting at the Court Meeting on the resolution to approve the
Cross-Border Merger was taken on a poll and the results were as
follows:
Number of % of Unilever Number % of votes % of eligible
Unilever PLC shareholders of votes voting rights
PLC shareholders voting in Unilever
voting PLC that
were exercised(1)
FOR 3,618 95.99 886,681,185 99.50 76.26
------------------ ------------------ ------------ ----------- -------------------
AGAINST 151 4.01 4,496,530 0.50 0.39
------------------ ------------------ ------------ ----------- -------------------
Notes:
(1) At 8.00 p.m. (London time) on 10 October 2020, the total
number of issued ordinary shares of Unilever PLC was 1,168,530,650.
Unilever PLC holds no ordinary shares in treasury and therefore the
total number of voting rights for the ordinary shares was
1,168,530,650. At 8.00 p.m. (London time) on 10 October 2020,
2,627,276 ordinary shares of Unilever PLC (including ordinary
shares represented by American Depositary Shares) were held by
other companies in the Unilever group. The holders of such ordinary
shares did not exercise their voting rights at the Court Meeting
and the General Meeting. The total number of deferred shares in
Unilever PLC is 100,000 (representing 3,214,285 voting rights). The
holders of deferred shares did not exercise their voting rights at
the Court Meeting and the General Meeting. Therefore, the total
number of eligible voting rights in Unilever PLC for the Court
Meeting was 1,162,689,089.
General Meeting
The voting at the General Meeting on the special resolution to
approve the Cross-Border Merger and provide for its implementation
was taken on a poll and the results were as follows:
FOR AGAINST TOTAL WITHHELD
Resolution Number of % of Number % of Number Number
votes votes of votes votes of votes of votes(1)
------------ ------- ---------- ------- ------------ -------------
Special resolution
to approve
the Cross-Border
Merger and
provide for
its implementation 886,746,147 99.45 4,890,103 0.55 891,636,250 2,006,792
------------ ------- ---------- ------- ------------ -------------
Notes:
(1) Votes "Withheld" are not votes in law and are not counted in
the calculation of the proportion of votes cast "For" or "Against"
the special resolution.
Effecting Unification
Unilever is also pleased to announce that it has now received
all relevant merger control, foreign investment and regulatory
approvals in connection with the implementation of Unification.
Completion of Unification remains subject to the satisfaction or
waiver of the other conditions set out in the Circular, including
(but not limited to) the approval of the Cross-Border Merger by the
High Court of Justice in England and Wales (the "UK High Court") at
a hearing which is expected to be held on 2 November 2020.
Subject to satisfaction or waiver of those conditions,
Unification is expected to become effective on 29 November 2020,
with dealings in new Unilever PLC shares (including new Unilever
PLC Shares represented by American Depositary Shares) commencing on
30 November 2020. The expected timetable of principal events for
the implementation of Unification remains as set out in Unilever's
announcement dated 29 September 2020.
A copy of the special resolution passed at the General Meeting
has been submitted to the Financial Conduct Authority and will be
available for inspection in due course on the National Storage
Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
Unilever PLC Unilever NV
Unilever House Weena 455
100 Victoria Embankment 3013 AL Rotterdam
London EC4Y 0DY The Netherlands
United Kingdom
Media: Media Relations team Investors: Investor Relations
team
UK +44 78 2527 3767 +44 20 7822 6830
lucila.zambrano@unilever.com investor.relations@unilever.com
NL +44 77 7999 JSibun@tulchangroup.com
9683
+31 10 217 els-de.bruin@unilever.com
4844
+31 62 375 marlous-den.bieman@unilever.com
8385
SAFE HARBOUR
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including 'forward-looking statements' within the meaning of the
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Words such as 'will', 'aim', 'expects', 'anticipates', 'intends',
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other factors affecting the Unilever Group (the "Group" or
"Unilever"). They are not historical facts, nor are they guarantees
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involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those
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other risks and uncertainties, the material or principal factors
which could cause actual results to differ materially are:
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investment choices in its portfolio management; the effect of
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or deterioration in customer relationships; the recruitment and
retention of talented employees; disruptions in our supply chain
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materials and commodities; the production of safe and high quality
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have increased as a result of the current COVID-19 pandemic. These
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document. 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 communication 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 communication 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
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This communication does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
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purposes of Regulation (EU) No. 2017/1129, as amended. Any purchase
of securities of Unilever PLC should only be made on the basis of
information that is contained in the Prospectus. The Prospectus
contains detailed information about Unilever PLC and its
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data. A copy of the Prospectus is available on the website of the
Unilever Group at www.unilever.com/unification/documents . It may
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References to information and/or documents that are available on
the Unilever Group's website are included in this announcement as
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such documents are not incorporated by reference in, and do not
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and no one else in connection with the matters referred to in this
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END
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