Unilever 2007 Annual Report Download - page 44

42 Unilever Annual Report and Accounts 2007
Report of the Directors continued
Corporate governance continued
NV may issue shares not yet issued and grant rights to subscribe
for shares only pursuant to a resolution of the General Meeting
of Shareholders or of another corporate body designated for such
purpose by a resolution of the General Meeting. At the AGM held
on 15 May 2007 the Board of Directors was designated, in
accordance with Articles 96 and 96a of Book 2 of the Netherlands
Civil Code, as the corporate body which is authorised until
15 November 2008 to resolve on the issue of – or on the granting
of rights to subscribe for – shares not yet issued and to restrict or
exclude the statutory pre-emption rights that accrue to
shareholders upon issue of shares, on the understanding that this
authority is limited to 10% of the issued share capital of the
Company, plus an additional 10% of the issued share capital of
the Company in connection with or on the occasion of mergers
and acquisitions.
At the 2007 AGM the Board of Directors of NV was authorised,
in accordance with Article 98 of Book 2 of the Netherlands Civil
Code, until 15 November 2008 to cause the Company to buy in
its own shares and depositary receipts therefor, within the limits
set by law (10% of the issued share capital), either through
purchase on a stock exchange or otherwise, at a price, excluding
expenses, not lower than the nominal value of the shares and not
higher than 10% above the average of the closing price of the
shares on Eurolist by Euronext Amsterdam for the five business
days before the day on which the purchase is made.
The above mentioned authorities are renewed annually.
PLC’s issued share capital on 31 December 2007 was made up of:
• £40 760 420 split into 1 310 156 361 ordinary shares of 31⁄9p
each; and
• £100 000 of deferred stock.
The total number of voting rights attached to PLC’s outstanding
shares are shown hereunder:
Total number of votes % of issued capital
1 310 156 361 ordinary shares 1 310 156 361(a) 99.76
£100 000 deferred stock 3 214 285 0.24
(a) Of which 11 556 216 shares were held by PLC in treasury and
37 973 522 shares were held by NV group companies or by
share trusts as at 31 December 2007.
The Board of Directors of PLC under sections 80 and 89 of the UK
Companies Act 1985 may, subject to the passing of the
appropriate resolutions at a meeting of shareholders, issue shares
within the limits prescribed within the resolutions. At the 2007
AGM the Directors were authorised to issue new shares pursuant
to section 80 of that Act, limited to a maximum of £13 450 000
nominal value, and pursuant to section 89 of that Act, to disapply
pre-emption rights up to approximately 5% of PLC’s issued
ordinary share capital. These authorities are renewed annually.
At the 2007 AGM the Board of Directors of PLC was authorised
in accordance with its Articles of Association to make market
purchases of its ordinary shares within the limits prescribed within
the resolution until the earlier of the 15 month anniversary after
the passing of the resolution or the conclusion of the 2008 AGM.
Margarine Union (1930) Limited: Conversion Rights
The first Viscount Leverhulme was the founder of the company
which became PLC. When he died in 1925, he left in his will a
large number of PLC shares in various trusts.
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 70 875 000 PLC ordinary shares of
31⁄9p each. This currently represents 5.4% of PLC’s issued ordinary
capital. These convertible shares replicate the rights which the
descendants of the first 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.
Foundation Unilever NV Trust Office
As at 1 March 2008, around 74.48% of NV’s ordinary shares and
around 33.71% of NV’s 7% cumulative preference shares were
held by the Foundation Unilever NV Trust Office (Stichting
Administratiekantoor Unilever N.V.), a trust office with a board
independent from Unilever. As part of its corporate objects, the
Foundation issues depositary receipts in exchange for these
shares. These depositary receipts are listed on Euronext
Amsterdam, as are the NV ordinary and 7% preference shares
themselves.
Holders of depositary receipts can under all circumstances
exchange their depositary receipts for the underlying shares
(and vice versa).
Holders of depositary receipts are entitled to dividends that are
paid on the underlying shares held by the Foundation.
The members of the board are Mr J H Schraven (Chairman),
Mr P P de Koning, Prof Dr L Koopmans and Mr A A Olijslager.
Their biographies can be found on the website of the Foundation
www.administratiekantoor-unilever.nl
The Foundation reports periodically, but at least once a year, on
its activities.
Voting by holders of depositary receipts
Although the depositary receipts themselves do not formally have
voting rights, holders of depositary receipts are in practice
equated with shareholders. Holders of depositary receipts can
attend all NV’s General Meetings, either personally or by proxy,
and will then automatically, without limitation and under all
circumstances, receive a voting proxy on behalf of the Foundation
to vote on the underlying shares.
Holders of depositary receipts not attending a shareholders’
meeting and who participate in the Dutch Shareholders’
Communication Channel can also issue binding voting
instructions to the Foundation. The Foundation is obliged
to follow these instructions. The same applies to all holders
of depositary receipts who instruct the Foundation outside
the Shareholders’ Communication Channel.