Unilever 2001 Annual Report Download - page 113

Unilever Annual Report & Accounts and Form 20-F 2001
CONTROL OF UNILEVER >110
Leverhulme Trust
The first Viscount Leverhulme was the founder of the
company which became PLC. When he died in 1925,
he left in his will a large number of PLC shares in various
trusts. The High Court of Justice in England varied these trusts
in 1983, and established two independent charitable trusts:
> the Leverhulme Trust, which awards grants for research
and education, and
> the Leverhulme Trade Charities Trust, for the benefit of
members of trades which the first Viscount considered
to have particular associations with the business.
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 PLC ordinary shares of 1.4p each. These
convertible shares replicate the rights which the descendants
of the Viscount would 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 2002 the
trustees of both the charitable trusts and the will trust were:
> Sir Michael Angus – former Chairman of PLC
> Sir Michael Perry – former Chairman of PLC
> Mr N W A FitzGerald – Chairman of PLC
> Dr J I W Anderson – former director
> Dr A S Ganguly – former director
On 28 February 2002, 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 with NV to issue
depositary receipts against NV shares. We do not control
Nedamtrust – it is a wholly 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 owned 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 Euronext
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 0.05 cumulative preference shares.
If you hold Nedamtrust certificates you can attend or
appoint a proxy at NV shareholders’ meetings. If you wish
to vote at a meeting, on your request Nedamtrust will give
you a power of attorney to vote. If you hold Nedamtrust
certificates with a bank or broker in the Netherlands and
have notified the Shareholders Communication Channel
(see page 37), you will receive a proxy form enabling you
to authorise and instruct Nedamtrust to vote at the NV
shareholders’ meeting on your behalf. Nedamtrust is
obliged to follow these instructions.
For shares for which Nedamtrust does not receive
instructions, Nedamtrust’s Board decides on the best way
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. However, if a change to shareholders’ rights is
proposed Nedamtrust will 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 way it is planning to vote.
As a holder of Nedamtrust certificates you can exchange
your Nedamtrust certificate at any time for the underlying
ordinary or preference share (or vice versa).
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.
Nedamtrust’s NV shareholding fluctuates daily – its holdings
on 28 February 2002 were:
> Ordinary shares of 0.51: 411 306 443 (71.96%)
> 7% Cumulative Preference Shares of 453.78:
9 820 (33.86%)
> 6% Cumulative Preference Shares of 453.78:
6 (0.00%)
> 4% Cumulative Preference Shares of 45.38:
23 (0.00%)
Material modifications to the rights of security holders
On 10 May 1999 the share capitals of NV and PLC were
each consolidated (see notes to NV and PLC Dividends tables
on page 116). Otherwise there have been no material
modifications to the rights of security holders.