Unilever 2003 Annual Report Download - page 158

Unilever Annual Report & Accounts and Form 20-F 2003 155
Control of Unilever
• 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 2004 the trustees of both
the charitable trusts and the will trust were:
• Sir Michael Angus – former Chairman
• Sir Michael Perry – former Chairman
• Mr N W A FitzGerald – Chairman
• Dr J I W Anderson – former Director
• Dr A S Ganguly – former Director
On 28 February 2004, 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. From 2004, Nedamtrust will
automatically give you a power of attorney to vote, if you attend
such meetings. If you hold Nedamtrust certificates with a bank or
broker in the Netherlands and have notified the Shareholders
Communication Channel (see page 51), 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).
Hitherto the majority of votes cast by ordinary and preference
shareholders at NV meetings have been cast by Nedamtrust.
Nedamtrust’s NV shareholding fluctuates daily – its holdings on
28 February 2004 were:
• Ordinary shares of €0.51: 441 256 531 (77.20%)
• 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
161). Otherwise there have been no material modifications to the
rights of security holders.