Unilever 2000 Annual Report Download - page 115

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Unilever Annual Report & Accounts and Form 20-F 2000 Shareholder Information
In either of these rare cases, NV and PLC could pay different
amounts of dividend if the Boards thought it appropriate.
The company paying less than the equalised dividend
would put the difference between the dividends into a
reserve: an equalisation reserve in the case of exchange
rate fluctuations, or a dividend reserve in the case of a
government restriction. The reserves w ould be paid out to
its shareholders when it became possible or reasonable to
do so, which would ensure that the shareholders of both
companies would ultimately be treated the same. To date
we have never had to use these measures.
If both companies go into liquidation, NV and PLC w ill each
use any funds available for shareholders to pay the prior
claims of their own preference shareholders. Then they will
use any surplus to pay each other’s preference shareholders,
if necessary. After these claims have been met, they w ill
pay out any equalisation or dividend reserve to their own
shareholders before pooling the remaining surplus.
This will be distributed to the ordinary shareholders of both
companies, once again on the basis that the owner of Fl. 12
nominal NV ordinary share capital will get the same as the
owner of £1 nominal PLC ordinary share capital. If one
company goes into liquidation, w e will apply the same
principles as if both had gone into liquidation simultaneously.
In addition to the Equalisation Agreement, NV and PLC have
agreed to follow common policies, to exchange all relevant
business information, and to ensure that all group
companies act accordingly. They aim to co-operate in all
areas, including in the purchase of raw materials and the
exchange and use of technical, financial and commercial
information, secret or patented processes and trade marks.
More information about our constitutional documents
Under the Articles of Association of NV and the
Memorandum and Articles of Association of PLC both
companies are required to carry out the Equalisation
Agreement with the other. Both documents state that the
agreement cannot be changed or terminated without the
approval of both sets of shareholders.
For NV the necessary approval is as follows:
• at least one half of the total issued ordinary capital must
be represented at an ordinary shareholders meeting,
where the majority must vote in favour; and
• (if they w ould be disadvantaged or the agreement is to
be terminated), at least two thirds of the total issued
preference share capital must be represented at a
preference shareholders meeting, where at least three
quarters must vote in favour.
For PLC, the necessary approval must be given by:
• the holders of a majority of all issued shares voting
at a general meeting; and
• the holders of the ordinary shares, either by three
quarters in writing, or by three quarters voting at a
general meeting where the majority of the ordinary
shares in issue are represented.
The Articles of NV establish that any payment under the
Equalisation Agreement will be credited or debited to the
profit and loss account for the financial year in question.
The PLC Articles state that the Board must carry out the
Equalisation Agreement and that the provisions of the
Articles are subject to it.
We are advised by Counsel that these provisions oblige
the Boards to carry out the Equalisation Agreement, unless
it is amended or terminated with the approval of the
shareholders of both companies. If the Boards fail to enforce
the agreement shareholders can compel them to do so
under Dutch and United Kingdom law.
General Meetings and Voting Rights
General M eetings of shareholders of NV and PLC are held
at times and places decided by the Boards. NV meetings are
held in Rotterdam and PLC meetings are held in London.
To be entitled to attend and vote at NV General M eetings
you must be a shareholder on the Record Date, which may
be set by the directors and must be not more than 7 days
before the meeting. In addition you must, within the time
specified in the Notice calling the meeting, either
• (if you have registered shares) advise NV in writing that
you intend to attend; or
• (if you have bearer shares) deposit your share certificates
at the place specified in the Notice.
You can vote in person or by proxy, and you can cast one
vote for each Fl. 0.10 nominal amount you hold of NV
preference shares, ordinary shares or New York registry
shares. NV Elma and United Holdings Limited, the holders of
the special shares, and other group companies of NV which
hold preference or ordinary shares, are not permitted to
vote, by law.
To be able to vote by proxy at PLC General M eetings you
must lodge your Form of Appointment of Proxy with PLC's
Registrars 48 hours before the meeting. You can cast one
vote for each PLC ordinary 1.4p share you hold. United
Holdings Limited, w hich ow ns half of the deferred stock,
is not permitted to vote at General Meetings.
Resolutions are usually adopted at NV and PLC shareholder
meetings by an absolute majority of votes cast, unless there
are other requirements under the law or the NV or PLC
Articles. There are special requirements for resolutions
relating to the alteration of NV or PLC's Articles of
Association or the Equalisation Agreement, or to the
liquidation of NV or PLC.
According to NV's articles, shareholders who together
represent at least 10% of the issued capital of NV can
propose resolutions for inclusion in the agenda of any
General M eeting. They can also requisition Extraordinary
General M eetings to deal with specific resolutions. However,
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