Unilever 2000 Annual Report Download - page 117

115
Unilever Annual Report & Accounts and Form 20-F 2000 Shareholder Information
Control of Unilever
The major assets of both these trusts are PLC ordinary shares.
When the will trusts were varied in 1983 the interests of
the beneficiaries of his will were also preserved. Four classes
of special shares were created in Margarine Union (1930)
Limited, a subsidiary of PLC. One of these classes can be
converted at the end of the year 2038, into a maximum
of 157 500 000 (1999: two classes of share representing
207 500 000) PLC ordinary shares of 1.4p each. These
convertible shares replicate the rights which the descendants
of the Viscount w ould have had under his will. This class of
the special shares only has a right to dividends in specified
circumstances, and no dividends have yet been paid.
PLC guarantees the dividend and conversion rights of
the special shares.
The first Viscount wanted the trustees of the trusts he
established to be directors of PLC. On 28 February 2001 the
trustees of both the charitable trusts and the will trust were:
• Sir M ichael Angus – former Chairman
• Sir M ichael Perry – former Chairman
• M r N W A FitzGerald – Chairman of PLC
• Dr J I W Anderson – former director
• Dr A S Ganguly – former director
On 28 February 2001, in their capacity as trustees of the
two charitable trusts, they held approximately 5.38% of
PLC’s issued ordinary capital.
N.V. Nederlandsch Administratie- en Trustkantoor
(Nedamtrust)
Nedamtrust is an independent trust company under the
Netherlands’ law, which has an agreement w ith NV to issue
depositary receipts against NV shares. We do not control
Nedamtrust – it is a w holly owned subsidiary of N.V. Algemeen
Nederlands Trustkantoor ANT (ANT). Five Dutch financial
institutions hold 45% of ANT’s shares between them – they
have between 5% and 10% each, and the rest of its shares
are ow ned by a large number of individual shareholders.
As part of its corporate objects Nedamtrust is able to:
• issue depositary receipts;
• carry out administration for the shares which underlie
depositary receipts it has issued; and
• exercise voting rights for these underlying shares.
The depositary receipts issued by Nedamtrust against
NV shares are known as Nedamtrust certificates. They are in
bearer form, and are traded and quoted on the Amsterdam
Stock Exchange and other European stock exchanges.
Nedamtrust has issued certificates for NV’s ordinary and
7% cumulative preference shares, and almost all the NV
shares traded and quoted in Europe are in the form of these
certificates. The exception is that there are no certificates for
NV’s 4% , 6% and ten cents cumulative preference shares.
If you hold Nedamtrust certificates you can attend or
appoint a proxy at NV shareholders’ meetings, but cannot
vote. By holding a certificate you give Nedamtrust’s Board
the right to vote the underlying share, and to do anything
else they think is necessary in connection w ith it.
Nedamtrust’s Board decides on the best w ay to vote
the NV ordinary and preference shares it holds at
shareholders’ meetings. Trust companies in the Netherlands
will not usually vote to influence the operations of
companies, and in the past Nedamtrust has always followed
this policy. How ever, if a change to shareholders’ rights is
proposed Nedamtrust w ill let shareholders know if it intends
to vote, at least 14 days in advance if possible. It will do this
by advertising in the press, but it will not necessarily say
which w ay it is planning to vote.
If you wish to have your full NV shareholder rights, including
the right to vote, you can exchange your Nedamtrust
certificate at any time for the underlying ordinary or preference
share (or vice versa – you will need to exchange the share
for a certificate again in order to trade it). You will normally
have to pay an administration fee for this. Alternatively,
whenever an NV shareholders meeting is held, if you have:
• Nedamtrust certificates for NV ordinary shares w ith
a nominal value of Fl. 1.12 or a multiple of Fl. 1.12; or
• Nedamtrust certificates for one or more NV 7%
preference shares
you can request that Nedamtrust issue to you a personal
proxy for those shares. This w ill be free of charge and
will enable you to vote in respect of those shares at
that meeting.
Dutch residents, who hold Nedamtrust certificates and have
notified the Shareholders Communication Channel, have the
right to instruct Nedamtrust how to vote in respect of shares
held on their behalf. Nedamtrust is obliged to follow those
instructions. For shares for which Nedamtrust does not
receive such instructions, it w ill vote in accordance with the
policy described above.
Nedamtrust’s NV shareholding fluctuates daily – its holdings
on 28 February 2001 were:
• Ordinary shares of Fl. 1.12: 404 707 079 (70.81% )
• 7% Cumulative Preference Shares of Fl. 1 000:
9 876 (34.06%)
• 6% Cumulative Preference Shares of Fl. 1 000: 6 (0.00% )
• 4% Cumulative Preference Shares of Fl. 100: 23 (0.00% )
In the past the majority of votes cast by ordinary and
preference shareholders at NV meetings were cast by
Nedamtrust. Nedamtrust is appointed as a proxyholder
for the proxy voting through the Shareholders
Communication Channel (see page 33).
Material modifications to the rights of security holders
On 10 M ay 1999 the share capitals of NV and PLC w ere
each consolidated (see the notes to Dividends on page 121).
Otherwise there have been no material modifications to the
rights of security holders.