Unilever 2004 Annual Report Download - page 180

Unilever Annual Report and Accounts 2004 177
Information about exchange controls affecting security holders
Unilever N.V.
Under the Dutch External Financial Relations Act of
25 March 1994 the Minister of Finance is authorised to issue
regulations relating to financial transactions concerning the
movement of capital to or from third countries with respect to
direct investments, establishment, the performing of financial
services, the admission of negotiable instruments or goods with
respect to which regulations have been issued under the Import
and Export Act in the interest of the international legal system or
an arrangement relevant thereto. These regulations may contain a
prohibition to perform any of the actions indicated in those
regulations without a licence. To date no regulations of this type
have been issued which are applicable to Unilever N.V.
The Central Bank of the Netherlands is authorised to issue
regulations with respect to reporting obligations. Pursuant to this
authorisation it has issued the Reporting Obligations Balance of
Payments 2003 (the ‘RR 2003’). Unilever N.V. has been appointed
by the Central Bank as an institution subject to the reporting
obligations and Unilever N.V. complies with such obligations.
Unilever PLC
None.
Nature of the trading market
The principal trading markets upon which Unilever shares are
listed are Euronext Amsterdam for NV ordinary shares and the
London Stock Exchange for PLC ordinary shares. NV ordinary
shares mainly trade in the form of Nedamtrust Certificates and
almost all the shares are in bearer form. PLC ordinary shares are
all in registered form.
In the United States, NV ordinary shares in registered form and
PLC American Depositary Receipts, each representing four PLC
ordinary shares, are traded on the New York Stock Exchange.
JPMorgan Chase Bank NA acts for NV and PLC as issuer, transfer
agent and, in respect of the American Depositary Receipts,
depositary.
The NV ordinary shares are also listed on the stock exchanges
in Frankfurt and Zürich.
There have not been any significant trading suspensions in the
past three years.
At 25 February 2005 there were 7 542 registered holders of NV
ordinary shares and 1 129 registered holders of PLC American
Depositary Receipts in the United States. We estimate that
approximately 27% of NV’s ordinary shares were held in the
United States (approximately 23% in 2003), based on the
distribution of the 2004 interim dividend payments, while
most holders of PLC ordinary shares are registered in the United
Kingdom – approximately 99% in both 2004 and 2003.
The high and low trading prices for the separate stock exchange
listings are shown in the tables on the following page.
NV and PLC are separate companies with separate stock
exchange listings and different shareholders. You cannot convert
or exchange the shares of one for shares of the other and the
relative share prices on the various markets can, and do,
fluctuate. This happens for various reasons, including changes in
exchange rates. However, over time the prices of NV and PLC
shares do stay in close relation to each other, in particular
because of our equalisation arrangements.
If you are a shareholder of NV, you have an interest
in a Netherlands legal entity, your dividends will be paid in euros
(converted into US dollars if you have shares registered in the
United States) and you will be subject to Netherlands tax. If you
are a shareholder of PLC, your interest is in a United Kingdom
legal entity, your dividends will be paid in sterling (converted into
US dollars if you have American Depositary Receipts) and you will
be subject to United Kingdom tax. Nevertheless, the Equalisation
Agreement means that as a shareholder of either company you
effectively have an interest in the whole of Unilever. You have
largely equal rights over our combined net profit and capital
reserves as shown in the consolidated accounts. See Taxation for
US residents on pages 179 and 180 and Equalisation Agreement
on pages 52 and 53.