Unilever 2014 Annual Report Download - page 7

up to a maxmum of £13,300,000 nomnal value (whch at the tme
represented approxmately 33% of PL’s ssued ordnary share
captal) and to dsapply pre-empton rghts up to approxmately 5%
of PL’s ssued ordnary share captal
In addton, at PL’s 2014 AM the PL Board was authorsed by a
resoluton of PL to make market purchases of ts ordnary shares,
up to a maxmum of 128,345,000 shares representng ust under
10% of PL’s ssued ordnary share captal and wthn the lmts
prescrbed n the resoluton untl the earler of the concluson of
PL’s 2015 AM and 30 June 2015 These authortes are renewed
annually and authorty wll be sought at PL’s 2015 AM
Durng 2014 Unlever group companes purchased 6,058,733 PL
Amercan Depostary Recept of shares, each representng one PL
ordnary share wth a nomnal value of 31/9p for 20107 mllon
to facltate grants made n connecton wth ts employee
compensaton programmes Ths represents 0462% of the
called-up share captal of PL Further nformaton on ths and on
PL shares held by an employee share trust can be found n note 4
to the consoldated accounts on pages 98 and 99
PL DEFERRED STOK
The ont holders of the PL deferred stock are NV Elma and Unted
Holdngs Lmted, whch are subsdares of NV and PL respectvely
The Boards of NV Elma and Unted Holdngs Lmted comprse the
members of the Nomnatng and orporate overnance ommttee
OUR SHAREHOLDERS
SINIFIANT SHAREHOLDERS OF NV
As far as Unlever s aware, the only holders of more than 3%
of, or 3% of votng rghts attrbutable to, NV’s share captal on
31 December 2014 (apart from the Foundaton Unlever NV Trust
Offce, see pages 43 and 44, and shares held n treasury by NV,
see page 43), are IN roep NV (IN), ASR Nederland NV (ASR)
and BlackRock, Inc (BlackRock) as ndcated n the table below
Shareholder lass of shares
Total number of
shares held
% of relevant
class
INordnary shares 5,653,749 033
7% cumulatve
preference shares 20,665 7126
6% cumulatve
preference shares 74,088 460
ASR ordnary shares 3,169,339 018
6% cumulatve
preference shares 46,000 2856
BlackRock ordnary shares 66,568,832 388(a)
(a) Representng 298% captal nterest and 371% votng rghts n the NV
share captal
As far as Unlever s aware, no dsclosable changes n nterests
n the share captal of NV have been notfed to the AFM between
1 January 2015 and 25 February 2015 (the latest practcable
date for ncluson n ths report) Between 1 January 2012 and
25 February 2015, IN, BlackRock and ASR have held more than
3% n the share captal of NV Deutsche Bank, Bank of Amerca
orporaton and UBS A also held more than 3% n the share
captal of NV, however, durng ths perod, and as notfed, these
holdngs reduced to below the 3% reportng threshold
Offce ssues depostary recepts n exchange for the NV ordnary
shares and NV 7% preference shares These depostary recepts
are lsted on Euronext Amsterdam, as are the NV ordnary and 7%
preference shares themselves
Holders of depostary recepts can under all crcumstances
exchange ther depostary recepts for the underlyng shares (and
vce versa) and are enttled to dvdends and all economc benefts
on the underlyng shares held by the Trust Offce There are no
lmtatons on the holders’ votng rghts, they can attend all
eneral Meetngs of NV, ether personally or by proxy, and have
the rght to speak The Trust Offce only votes shares that are not
represented at a eneral Meetng The Trust Offce votes n such
a way as t deems to be n the nterests of the holders of the
depostary recepts Ths votng polcy s lad down n the
ondtons of Admnstraton that apply to the depostary recepts
The Trust Offce’s shareholdng fluctuates daly Its holdngs
on 31 December 2014 were 1,331,829,935 NV ordnary shares
(7767%) and 9,776 NV 7% cumulatve preference shares (3371%)
The members of the board at the Trust Offce are Mr J H Schraven
(charman), Mr P P de Konng, Ms  M S Smts-Nustelng and
Mr A A Olslager Prof Emertus Dr L Koopmans retred on
11 February 2015 The Trust Offce reports perodcally on ts
actvtes Further nformaton on the Trust Offce, ncludng ts
Artcles of Assocaton and ondtons of Admnstraton, can be
found on ts webste
Unlever consders the arrangements of the Trust Offce to be
approprate and n the nterests of NV and ts shareholders gven
the sze of the votng rghts attached to the fnancng preference
shares and the relatvely low attendance of holders of ordnary
shares at the eneral Meetngs of NV
wwwadmnstratekantoor-unlevernl
PL SHARES
SHARE APITAL
PL’s ssued share captal on 31 December 2014 was made up of
• £40,760,420 splt nto 1,310,156,361 ordnary shares of 31/9p
each and
• £100,000 of deferred stock of £1 each
LISTINS
PL has shares lsted on the London Stock Exchange and, as
Amercan Depostary Recepts, on the New York Stock Exchange
VOTIN RIHTS
PL shareholders can cast one vote for each 31/9p nomnal captal
they hold Ths means that shareholders can cast one vote for each
PL ordnary share or PL Amercan Depostary Recept of Shares
Therefore, the total number of votng rghts attached to PL’s
outstandng shares s as follows
Total number of votes % of ssued captal
1,310,156,361 ordnary shares 1,310,156,361(a) 9976
£100,000 deferred stock 3,214,285 024
(a) Of whch 26,696,994 shares were held by PL n treasury and 7,507,715
shares were held by NV group companes or by share trusts as at
31 December 2014 These shares are not voted on
SHARE ISSUES AND BUY BAKS
The PL Board may, subect to the UK ompanes Act 2006 and the
passng of the approprate resolutons at a eneral Meetng, ssue
shares wthn the lmts prescrbed wthn the resolutons At PL’s
2014 AM the PL Drectors were authorsed to ssue new shares,
44 Unilever Annual Report and Accounts 2014Governance
ORPORATE OVERNANE ONTINUED