Unilever 2006 Annual Report Download - page 112

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Unilever Annual Report and Accounts 2006 109
Financial Statements (continued)
Notes to the consolidated accounts Unilever Group
22 Share capital
€million €million
Called up share capital 2006 2005
Ordinary share capital of NV 274 290
Ordinary share capital of PLC 210 222
484 512
Issued, Issued,
Number Nominal Number called up and called up and
of shares Authorised Authorised value of shares fully paid fully paid
Ordinary share capital authorised 2006 2005 per share issued 2006 2005
€million €million €million €million
NV ordinary shares 3 000 000 000 480 508 €0.16 1 714 727 700 274 290
NV ordinary shares (shares numbered
1to 2 400 – ’Special Shares’) 11 €428.57 2 400 11
Internal holdings eliminated
on consolidation (€428.57 shares) ––(1) (1)
481 509 274 290
£million £million £million £ million
PLC ordinary shares 4 377 075 492 136.2 136.2 31⁄9p 1 310 156 361 40.8 40.8
PLC deferred stock 100 000 0.1 0.1 £1 stock 100 000 0.1 0.1
Internal holding eliminated
on consolidation (£1 stock) ––(0.1) (0.1)
136.3 136.3 40.8 40.8
Euroequivalent in millions (at £1.00 = €5.143) (2005: £1.00 = €5.445) 210 222
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see Corporate governance on
pages 39 to 40.
At the Annual General Meetings of NV and PLC held on 8 May and 9 May 2006 respectively, shareholders approved proposals that the NV
ordinary shares be split in the ratio 3 to 1 and that the PLC ordinary shares be consolidated in the ratio 9 to 20. At the same time, amendments
were made to NV’s Articles of Association to convert into euros the share capital amounts previously denominated in Dutch guilders. Following
these changes, which became effective on 22 May 2006, the nominal value of each NV ordinary share is €0.16 and the nominal value of each
PLC ordinary share is 31⁄9p. In the case of the NV ordinary shares, the new nominal value per share does not, for reasons of rounding, equate
exactly to the equivalent value expressed in Dutch guilders. As a result, the reported share capital issued at 31 December 2006 is €16 million
lower than in 2005, with a corresponding amount being included in other reserves (see note 23 on page 110). In the case of the PLC ordinary
shares, the euro conversion rate is now £1.00 = €5.143. As at 31 December 2005 when the NV shares were denominated in Dutch guilders,
the effective rate of exchange was £1.00 = €5.445. This rate change results in a reduction in the euro equivalent of €12 million with a
corresponding amount being included in other reserves (see note 23 on page 110). A nominal dividend of 6% is paid on the deferred stock
of PLC, which is not redeemable.
Internal holdings
The ordinary shares numbered 1 to 2 400 (inclusive) in NV (‘Special Shares’) and deferred stock of PLC are held as to one half of each class by
N.V. Elma – a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation. It
carried the right to nominate persons for election as Directors at general meetings of shareholders. At NV’s AGM held on 8 May 2006 and at
PLC’s AGM held on 9 May 2006 it was decided to abandon this right. Accordingly, NV’s and PLC’s Articles of Association were amended so
that for an alteration of the provisions within them relating to the unity of management between NV and PLC, prior approval is required from
meetings of the holders of the NV Special Shares and the PLC Deferred Stock. The subsidiaries mentioned above have waived their rights to
dividends on their ordinary shares in NV.
Share-based compensation
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details
of these plans are given in note 29 on pages 117 to 121.