Unilever 2004 Annual Report Download - page 62

Unilever Annual Report and Accounts 2004 59
Corporate governance
(continued)
For NV, the General Meeting can decide to alter or terminate the
Equalisation Agreement at the proposal of the Board. The
necessary approval of the General Meeting is then 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 would 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 of them 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.
Voting rights
To be entitled to attend and vote at NV General Meetings, you
must be a shareholder on the Record Date, which is set by the
Directors and must be not more than seven 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 certificates at the place
specified in the Notice.
Reference is made to Article 29 of the NV Articles of Association.
You can vote in person or by proxy, and you can cast one vote for
each €0.05 (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 NV General Meetings, the written
power of attorney must be received by NV not later than seven
days before the meeting.
Similar arrangements apply for holders of Nedamtrust certificates
(see page 61).
The notice calling the meeting will include further information on
how to gain access to NV General Meetings.
To be able to vote by proxy at PLC General Meetings you must
lodge your Form of Appointment of Proxy with PLC’s Registrars
48 hours before the meeting, either in paper or electronic format.
You can cast one vote for each PLC ordinary 1.4p share you hold.
United Holdings Limited, which owns half of the deferred stock, is
not permitted to vote at General Meetings.
Holders of NV New York shares or PLC American Depository
Receipts of shares will receive a proxy form enabling them to
authorise and instruct ABN AMRO N.V. or JPMorgan Chase Bank
respectively to vote on their behalf at the shareholders’ meeting
of NV or PLC.
The proxy vote is published at the meetings and the outcome of
the vote, including the proxy vote, is put on Unilever’s website.
Shareholder proposed resolutions
Shareholders of NV may propose resolutions if:
• they individually or together hold 1% of the issued capital in
the form of shares or depositary receipts; or
• they individually or together hold shares or depositary receipts
worth at least €50 million.
They must submit these requests at least 60 days before the date
of the General Meeting, and the request will be honoured unless,
in the opinion of the Board, it is against a substantive interest of
the Company.
Shareholders who together represent at least 10% of the issued
capital of NV can also requisition Extraordinary General Meetings
to deal with specific resolutions.
Under United Kingdom company law:
• shareholders who together hold shares representing at least
5% of the total voting rights of PLC; or
• at least 100 shareholders who hold on average £100 each in
nominal value of PLC capital
can require PLC to propose a resolution at a General Meeting.
Right to hold shares
There are no limitations on the right to hold NV and PLC shares.
Share capital matters
Share capital
NV’s issued share capital on 31 December 2004 was made up of:
•€291 503 709 split into 571 575 900 ordinary shares of
€0.51 each;
•€1 089 072 split into 2 400 ordinary shares numbered 1 to
2 400, known as special shares; and
•€130 854 115 split into several classes of cumulative
preference shares.
PLC’s issued share capital on 31 December 2004 was made up of:
• £40 760 420 split into 2 911 458 580 ordinary shares of
1.4p each; and
• £100 000 of deferred stock.
For NV share capital, the euro amounts quoted in this document
are representations in euros on the basis of Article 67c of Book 2
of the Civil Code in the Netherlands, rounded to two decimal
places, of underlying amounts in Dutch guilders, which have not
been converted into euros in NV’s Articles of Association or in the