Unilever 2011 Annual Report Download - page 126

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123
SHAREHOLDER INFORMATION
Share capital
NV’s issued share capital on 31 December 2011 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
• €81,454,014 split into two classes (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) 76.89
2,400 special shares 6,428,550 0.29
161,060 6% cumulative
preference shares 431,409,276(b) 19.34
29,000 7% cumulative
preference shares 77,678,313(c) 3.48
(a) Of which 141,560,629 shares were held in treasury and 23,876,389 shares
were held to satisfy obligations under share-based incentive schemes as at
31 December 2011. These shares are not voted on.
(b) Of which 37,669 6% cumulative preference shares were held in treasury as
at 31 December 2011. These shares are not voted on.
(c) Of which 7,546 7% cumulative preference shares were held in treasury as at
31 December 2011. 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 NV AGM
held on 12 May 2011 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 11 November 2012 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 NV, plus an additional 10% of the issued share
capital of NV in connection with or on the occasion of mergers
andacquisitions.
At the 2011 NV AGM the Board of NV was authorised, in
accordance with Article 98 of Book 2 of the Netherlands Civil
Code, until 11 November 2012 to cause NV 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.
Unilever Annual Report and Accounts 2011
Shareholder information
PLC’s issued share capital on 31 December 2011 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 as follows:
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 12,385,248
shares were held by NV group companies or by share trusts as at
31December 2011. These shares are not voted on.
The Board of PLC may, under sections 551, 570 and 571 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
2011 PLC AGM the Directors were authorised to issue new shares
pursuant to section 551 of the Companies Act 2006, limited to
amaximum of £13,290,000 nominal value, which at the time
represented approximately 33% of PLC’s issued ordinary share
capital and pursuant to section 570 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 2011 PLC 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PLC’s issued capital and within the limits prescribed within
theresolution until the earlier of the six-month anniversary after
the 2011 year end or the conclusion of the 2012 PLC AGM.
Asimilar authority will be sought at the 2012 AGM of PLC
pursuant to the Companies Act 2006.