Unilever 2009 Annual Report Download - page 61

Corporate governance (continued)
58 Unilever Annual Report and Accounts 2009
Report of the Directors Governance
Share capital matters
Share capital
NV’s issued share capital on 31 December 2009 was made up of:
• €274,356,432 split into 1,714,727,700 ordinary shares of
€0.16 each;
• €1,028,568 split into 2,400 ordinary shares numbered
1 to 2,400, known as special shares; and
• €113,599,014 split into several classes (4%, 6% and 7%) of
cumulative preference shares (‘financing preference shares’).
The voting rights attached to NV's outstanding shares are split as
follows:
Total number of votes % of issued capital
1,714,727,700 ordinary shares 1,714,727,700(a) 70.53
2,400 special shares 6,428,550 0.26
750,000 4% cumulative
preference shares 200,906,250 8.26
161,060 6% cumulative
preference shares 431,409,276 17.75
29,000 7% cumulative
preference shares 77,678,312 3.20
(a) Of which 141,560,629 shares were held in treasury and
28,618,015 shares were held in connection with share-based
payments as at 31 December 2009. These shares are not voted on.
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 14 May 2009 the Board was designated, in accordance with
Articles 96 and 96a of Book 2 of the Netherlands Civil Code, as
the corporate body authorised until 14 November 2010 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 2009 AGM the Board of NV was authorised, in accordance
with Article 98 of Book 2 of the Netherlands Civil Code, until
14 November 2010 to cause the Company to buy back its own
shares and depositary receipts thereof, with a maximum of 10%
of 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 2009 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 26,696,994 shares were held by PLC in treasury and
23,850,000 shares were held by NV group companies or by share
trusts as at 31 December 2009. These shares are not voted on.
The Board of PLC may, under sections 551 and 561 of the UK
Companies Act 2006 and subject to the passing of the appropriate
resolutions at a meeting of shareholders, issue shares within the
limits prescribed within the resolutions. At the 2009 AGM the
Directors were authorised to issue new shares pursuant to section
80 of the UK Companies Act 1985, limited to a maximum of
£13,290,000 nominal value, which at the time represented
approximately 33% of the Company’s issued Ordinary share
capital 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 and from
2010 will be sought under the applicable sections of the UK
Companies Act 2006.
At the 2009 AGM the Board of PLC was authorised in accordance
with its Articles of Association to make market purchases of its
ordinary shares representing just under 10% of the Company’s
issued capital and within the limits prescribed within the resolution
until the earlier of the 6-month anniversary after the 2009 year
end or the conclusion of the 2010 AGM. A similar authority will be
sought at the 2010 AGM of PLC pursuant to the UK Companies
Act 2006.
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 2010, around 76% of NV’s ordinary shares and
around 34% 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 of Unilever. As part of its corporate objects, the
Foundation issues depositary receipts in exchange for these shares.