Unilever 2004 Annual Report Download - page 135

132 Unilever Annual Report and Accounts 2004
Notes to the consolidated accounts
Unilever Group
22 Called up share capital
€ million € million
Issued, Issued,
Number € million € million Nominal Number called up and called up and
of shares Authorised Authorised Preferential share capital value of shares fully paid fully paid
authorised 2004 2003 NV per share issued 2004 2003
75 000 34 34 7% Cumulative Preference €453.78 29 000 13 13
200 000 91 91 6% Cumulative Preference €453.78 161 060 73 73
750 000 34 34 4% Cumulative Preference €45.38 750 000 34 34
650 000 000 29 29 5 euro cents Cumulative Preference €0.05 211 473 785 10 10
188 188 130 130
Ordinary share capital
NV
1 000 000 000 508 508 Ordinary €0.51 571 575 900 290 290
Ordinary (Shares numbered 1
2 400 11to 2 400 – ‘Special Shares’) €453.78 2 400 11
Internal holdings eliminated
–– on consolidation (€453.78 shares) (1) (1)
509 509 290 290
Total NV share capital 420 420
£ million £ million Ordinary share capital £ million £ million
2004 2003 PLC 2004 2003
9 726 834 428 136.2 136.2 Ordinary 1.4p 2 911 458 580 40.8 40.8
100 000 0.1 0.1 Deferred £1 stock 100 000 0.1 0.1
Internal holdings eliminated on
–– consolidation (£1 stock) (0.1) (0.1)
136.3 136.3 Total PLC share capital 40.8 40.8
Euro equivalent in millions (at £1 = €5.445) 222 222
For NV share capital, the euro amounts shown above and elsewhere 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 of share capital in Dutch guilders,
which have not been converted into euros in NV’s Articles of Association. Until conversion formally takes place by amendment of the Articles
of Association the entitlements to dividends and voting rights are based on the underlying Dutch guilder amounts.
The 7%, 6% and 4% preference shares of NV are entitled to dividends at the rates indicated. The €0.05 preference shares of NV are entitled
to a dividend of 65% of the six months Euribor interest rate on their notional value. A nominal dividend of 0.25% is paid on the deferred
stock of PLC.
The 4% cumulative preference capital of NV is redeemable at par at the company‘s option either wholly or in part.
On 15 February 2005 after close of trading NV converted the €0.05 cumulative preference shares into NV ordinary shares. Upon conversion,
the holders of the preference shares received one NV ordinary share for every 11.2 preference shares held. This resulted in a total of
18 881 587 NV ordinary shares being transferred to the preference shareholders. These NV ordinary shares had previously been held as
treasury shares by NV. As a consequence of the conversion, the notional value of the shares was reduced to €0.05. A proposal will be put
to the Annual General Meeting of NV on 10 May 2005 to cancel the preference shares upon repayment of the notional value in accordance
with NV’s Articles of Association.
The other classes of preferential share capital of NV and the deferred stock of PLC are not redeemable.
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see Corporate governance
on pages 52, 53, 58 and 59.
Internal holdings
The ordinary shares numbered 1 to 2 400 (inclusive) in NV 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 carries the right to
nominate persons for election as Directors at general meetings of shareholders. The subsidiaries mentioned above have waived their rights to
dividends on their ordinary shares in NV.
Share options
The Group operates a number of share-based compensation plans involving options over ordinary shares of NV and PLC. Full details of these
plans are given in note 30 on pages 138 to 147.