Unilever 2011 Annual Report Download - page 44

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Voting rights
Shareholders that hold NV shares on the record date are entitled to
attend and vote at NV General Meetings. Dutch law requires that
the record date is set at a date 28 days before the meeting, and
shares are not blocked between the record date and the date of the
meeting. NV shareholders can cast one vote for each €0.16 nominal
capital that they hold. This means that they can cast one vote for
each NV ordinary share, or NV New York Registry Share.
Shareholders can vote in person or by proxy. Similar arrangements
apply to holders of depositary receipts issued for NV shares and the
holders of NV preference shares. PLC shareholders can cast one
vote for each 31⁄9p nominal capital that they hold. This means
shareholders can cast one vote for each PLC ordinary share, or
PLC American Depositary Receipt of shares. Proxy appointments
need to be with our Registrars 48 hours before the meeting and the
shareholding at this time will determine both the right to vote and
the ability to attend the meeting.
More information on the exercise of voting rights can be found in
NV’s and PLC’s Articles of Association and in the respective
Notices of Meetings which can be found on our website at
www.unilever.com/agm.
Holders of NV New York Registry Shares or PLC American
Depositary Receipts of shares will receive a proxy form enabling
them to authorise and instruct a notary public or Citibank, N.A.
respectively to vote on their behalf at the General Meeting of NV
orPLC.
Shares held in treasury will not be voted upon.
Voting on each of the resolutions contained in the Notice of AGMs
is conducted by poll. The final vote is published at the meetings
and the outcome of the votes, including the proxy votes, is put on
Unilever’s website.
Shareholder proposed resolutions
Shareholders of NV may propose resolutions if they individually or
together hold 1% of NV’s issued capital in the form of shares or
depositary receipts for shares, or if they individually or together
hold shares or depositary receipts worth €50 million.
Shareholders who together represent at least 10% of the issued
capital of NV can also requisition Extraordinary General Meetings
to deal with specific resolutions.
Shareholders of PLC who together hold shares representing at
least 5% of the total voting rights of PLC, or 100 shareholders who
hold on average £100 each in nominal value of PLC share capital,
can require PLC to propose a resolution at a General Meeting.
PLC shareholders holding in aggregate 5% of the issued PLC
ordinary shares are able to convene a General Meeting of PLC.
Required majorities
Resolutions are usually adopted at NV and PLC shareholder
meetings by an absolute majority of votes cast, unless there are
other requirements under the applicable laws or NV’s or PLC’s
Articles of Association. For example, there are special
requirements for resolutions relating to the alteration of the
Articles of Association, the liquidation of NV or PLC and the
alteration of the Equalisation Agreement.
A proposal to alter the Articles of Association of NV can only be
made by the Board of NV. A proposal to alter the Articles of
Association of PLC can be made either by the Board of PLC or by
shareholders in the manner permitted under the UK Companies
Act 2006. Unless expressly specified to the contrary in the Articles
of Association of PLC, PLC’s Articles of Association 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
Shareholders of NV and PLC can electronically appoint a proxy to
vote on their behalf at the respective AGM. Shareholders of PLC
can also 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.
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.
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.
Unilever Annual Report and Accounts 2011
Report of the Directors Governance