Unilever 2013 Annual Report Download - page 49

Both NV and PL communcate wth ther respectve
shareholders at the AGMs as well as respondng to ther
questons and enqures durng the course of the year We take
the vews of our shareholders nto account and, n accordance
wth all applcable legslaton and regulatons, may consult them
n an approprate way before puttng proposals to our AGMs
ENERAL MEETINS
At the AGMs, a revew s gven of the progress of the busness
over the last year and there s a dscusson of current ssues
Shareholders are encouraged to attend the meetngs and ask
questons, and the queston and answer sessons form an
mportant part of the meetngs The busness generally conducted
ncludes approval/adopton of the Annual Report and Accounts,
appontment of Drectors, appontment of external audtors, and
authorsaton for the Boards to allot and repurchase shares
General Meetngs of NV and PL are held at tmes and places
decded by our Boards NV meetngs are normally held n
Rotterdam and PL meetngs are normally held n London As n
2012, the 2013 AGMs of NV and PL were held on the same day
The EO and harman attended both meetngs n person, wth
half the Board members present attendng n person n
Rotterdam and the other half n person n London and a satellte
lnk between the two venues to facltate Drectors’ attendance at
both meetngs The same format wll be followed for the 2014
AGMs
The external audtors are welcomed to the AGMs and they
are enttled to address the meetngs
VOTIN RIHTS
NV shareholders can cast one vote for each 016 nomnal captal
that they hold Ths means that they can cast one vote for each NV
ordnary share or NV New York Regstry Share Shareholders can
vote n person or by proxy Smlar arrangements apply to holders
of depostary recepts ssued for NV shares and the holders of NV
preference shares PL shareholders can cast one vote for each
31⁄9p nomnal captal that they hold Ths means shareholders can
cast one vote for each PL ordnary share or PL Amercan
Depostary Recept of shares
The Trustees of the PL employee share trusts may vote
or abstan n any way they thnk ft and n dong so may take
nto account both fnancal and non-fnancal nterests of the
benefcares of the employee share trusts or ther dependants
Hstorcally the Trustees tend not to exercse ths rght
More nformaton on the exercse of votng rghts can be found
n NV’s and PL’s Artcles of Assocaton and n the respectve
Notces of Meetngs whch can be found on our webste at
wwwunlevercom/agm
SHAREHOLDER PROPOSED RESOLUTIONS
Shareholders of NV may propose resolutons f they ndvdually
or together hold at least 1% of NV’s ssued captal n the form of
shares or depostary recepts for shares Shareholders who
together represent at least 10% of the ssued captal of NV can
also requston Extraordnary General Meetngs to deal wth
specfc resolutons
Shareholders of PL who together hold shares representng at
least 5% of the total votng rghts of PL, or 100 shareholders who
hold on average £100 each n nomnal value of PL share captal,
can requre PL to propose a resoluton at a General Meetng
PL shareholders holdng n aggregate 5% of the ssued PL
ordnary shares are able to convene a General Meetng of PL
REQUIRED MAJORITIES
Resolutons are usually adopted at NV and PL shareholder
meetngs by an absolute maorty of votes cast, unless there
are other requrements under the applcable laws or NV’s or
PL’s Artcles of Assocaton For example, there are specal
requrements for resolutons relatng to the alteraton of the
Artcles of Assocaton, the lqudaton of NV or PL and the
alteraton of the Equalsaton Agreement
A proposal to alter the Artcles of Assocaton of NV can only
be made by the Board of NV A proposal to alter the Artcles
of Assocaton of PL can be made ether by the Board of PL
or by approval of shareholders by specal resoluton n accordance
wth the UK ompanes Act 2006 Unless expressly specfed to
the contrary n the Artcles of Assocaton of PL, PL’s Artcles
of Assocaton may be amended by a specal resoluton Proposals
to alter the provsons n the Artcles of Assocaton of NV and
PL respectvely relatng to the unty of management requre the
pror approval of meetngs of the holders of the NV specal
ordnary shares and the PL deferred stock The Artcles of
Assocaton of both NV and PL can be found on our webste
at wwwunlevercom/nvestorrelatons/corp_governance
RIHT TO HOLD SHARES
Unlever’s consttutonal documents place no lmtatons on
the rght to hold NV and PL shares There are no lmtatons
on the rght to hold or exercse votng rghts on the ordnary
shares of NV and PL mposed by Dutch or Englsh law
ELETRONI OMMUNIATION
Shareholders of NV and PL can electroncally appont a proxy
to vote on ther behalf at the respectve AGM Shareholders of PL
can also choose to receve electronc notfcaton that the Annual
Report and Accounts and Notce of AGMs have been publshed
on our webste, nstead of recevng prnted copes
SHARE APITAL MATTERS
MARARINE UNION (1930) LIMITED ONVERSION RIHTS
The frst Vscount Leverhulme was the founder of the company
whch became PL When he ded n 1925, he left n hs wll a
large number of PL shares n varous trusts
When the wll trusts were vared n 1983, the nterests of the
benefcares of hs wll were also preserved Four classes of
specal shares were created n Margarne Unon (1930) Lmted,
a subsdary of PL One of these classes can be converted at
the end of the year 2038 nto 70,875,000 PL ordnary shares
of 31⁄9p each As at 3 March 2014 ths represents 54% of PL’s
ssued ordnary captal Ths class of the specal shares only has a
rght to dvdends n specfed crcumstances, and no dvdends
have yet been pad
FOUNDATION UNILEVER NV TRUST OFFIE
The Foundaton Unlever NV Trust Offce (Stchtng
Admnstratekantoor Unlever NV) s a trust offce wth a
board ndependent of Unlever As part of ts corporate objects,
the Foundation issues depositary receipts in exchange for the
NV ordinary shares and NV 7% preference shares These
depostary recepts are lsted on Euronext Amsterdam,
as are the NV ordnary and 7% preference shares themselves
Holders of depostary recepts can under all crcumstances
exchange ther depostary recepts for the underlyng shares (and
vce versa) and are enttled to dvdends and all economc benefts
on the underlyng shares held by the Foundaton There are no
lmtatons on ther votng rghts, they can attend all General
Meetngs of NV, ether personally or by proxy, and have the rght to
speak The Foundaton only votes shares that are not represented
46 Unlever Annual Report and Accounts 2013overnance
ORPORATE GOVERNANE ONTINUED