Unilever 2010 Annual Report Download - page 53

50 Unilever Annual Report and Accounts 2010
Report of the Directors Governance
Our Shareholders continued
may be amended by a special resolution. Proposals to alter the
provisions in the Articles of Association of NV and PLC respectively
relating to the unity of management require the prior
approvalofmeetings of the holders of the NV special shares
andthePLCdeferred stock. The Articles of Association
ofbothNVandPLC can be found on our website at
www.unilever.com/investorrelations/corp_governance.
Right to hold shares
Unilever’s constitutional documents place no limitations on the
right to hold NV and PLC shares. There are no limitations on the
right to hold or exercise voting rights on the ordinary shares of
NV and PLC imposed by foreign law.
Electronic communication
We are committed to efforts to continue more effective ways
ofcommunication with our shareholders around the AGMs.
Electronic communication is already an important and established
medium for shareholders, providing ready access to shareholder
information and reports, and for voting purposes.
Shareholders of PLC can choose to receive electronic notification
that the Annual Report and Accounts and Notice of AGMs have
been published on our website, instead of receiving printed
copies, and can also electronically appoint a proxy to vote on
their behalf at the AGM.
Registration for electronic communication by shareholders of
PLCcan be made at www.unilever.com/shareholderservices.
TheUKCompanies Act 2006 contains provisions facilitating
communications between companies and their shareholders
electronically and PLC has established such a facility after consulting
with its shareholders to offer them the opportunity to review their
method of receiving shareholder communications in the future.
Share capital matters
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
The Foundation Unilever NV Trust Office (Stichting
Administratiekantoor Unilever N.V.) is a trust office with a board
independent of Unilever. As part of its corporate objects, the
Foundation issues depositary receipts in exchange for the ordinary
and 7% preference shares it holds in NV. 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), and are entitled to dividends and all economic
benefits on the underlying shares held by the Foundation.
The Foundation’s shareholding fluctuates daily – itsholdings on
28 February 2011 were:
• NV ordinary shares of €0.16: 1,268,224,230 (73.96%); and
• NV 7% cumulative preference shares of €428.57: 9,776
(33.71%).
The members of the board at the Foundation are Mr J H Schraven
(chairman), Mr P P de Koning, Prof Emeritus Dr L Koopmans and Mr
A A Olijslager. The Foundation reports periodically on its activities.
Further information on the Foundation, including its Articles of
Association and Conditions of Administration, can be found on
its website at www.administratiekantoor-unilever.nl.
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. They can attend all General Meetings of NV,
either personally or by proxy, and also have the right to speak. The
holders of the depositary receipts will then automatically, without
limitation and under all circumstances, receive a voting proxy on
behalf of the Foundation to vote on the underlying shares.
The Foundation is obliged to follow the voting instructions of
holders of depositary receipts. The same applies to the voting
instructions of holders of depositary receipts not attending a
shareholders’ meeting and who issue voting instructions to the
Foundation via the Dutch Shareholders’ Communication Channel.
Voting by the Foundation Unilever NV Trust Office
Shares for which the Foundation has not granted voting proxies
or for which it has not received voting instructions are voted on
by the Foundation in such a way as it deems to be in the interests
of the holders of the depositary receipts. This voting policy is laid
down in the Conditions of Administration that apply to the
depositary receipts.
Specific provisions apply in the event that a meeting of the
holders of NV 7% cumulative preference shares is convened.
If a change to shareholders’ rights is proposed, the Foundation
will let shareholders know if it intends to vote, at least 14 days
inadvance of the meeting if possible.
Hitherto the majority of votes cast by ordinary shareholders at
NVmeetings have been cast by the Foundation. Unilever and
theFoundation have a policy of actively encouraging holders of
depositary receipts to exercise their voting rights in NV meetings.
Unilever considers the arrangements of the Foundation
appropriate and in the interest of NV and its shareholders
giventhe size of the voting rights attached to the financing
preference shares and the relatively low attendance of holders
ofordinary shares at the General Meetings of NV.
Further information on the share capital of NV and PLC is given
on pages 139 and 140.