Unilever 2013 Annual Report Download - page 54

SHARE APITAL
NV’s ssued share captal on 31 December 2013 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 ssued captal
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 11,466,837 shares
were held to satisfy obligations under share-based incentive schemes
as at 31 December 2013. These shares are not voted on.
(b) Of which 37,679 6% cumulative preference shares were held in treasury
as at 31 December 2013. These shares are not voted on.
(c) Of which 7,562 7% cumulative preference shares were held in treasury
as at 31 December 2013. 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 or
of another corporate body designated for such purpose by a
resolution of the General Meeting. At the NV AGM held on 15 May
2013 the Board was designated, in accordance with Articles 96
and 96a of Book 2 of the Netherlands Civil Code, as the corporate
body authorised 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 2013 NV AGM the Board of NV was authorised, in
accordance with Article 98 of Book 2 of the Netherlands Civil Code
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 expire on the earlier of the
six-month anniversary after the 2013 year end or the conclusion of
the 2014 NV AGM. Such authorities (which are renewed annually)
will therefore be sought at the 2014 AGM of NV.
PLC’s issued share capital on 31 December 2013 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 is as follows:
Total number of votes % of ssued captal
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 5,148,859
shares were held by NV group companies or by share trusts as at
31December 2013. 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
2013 PLC AGM held on 15 May 2013 the PLC Directors were
authorised to issue new shares pursuant to section 551 of the UK
Companies Act 2006, limited to amaximum of £13,300,000 nominal
value, which at the time represented approximately 33% of PLC’s
issued ordinary share capital and, pursuant to section 570 of the UK
Companies Act, to disapply pre-emption rights up to approximately
5% of PLC’s issued ordinary share capital. These authorities are
renewed annually.
At the 2013 PLC AGM the Board of PLC was also authorised by a
resolution of PLC to make market purchases of its ordinary
shares, to a maximum of 128,345,000 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 2013 year end or the conclusion of the 2014 PLC AGM.
Asimilar authority will be sought at the 2014 AGM of PLC
pursuant to the UK Companies Act 2006.
Details of shares purchased by an employee share trust and
Unilever Group companies to satisfy options granted under PLC’s
employee share schemes are given on page 52 and in note 4 to the
consolidated accounts on pages 104 and 105.
ANALYSIS OF SHAREHOLDIN
SINIFIANT SHAREHOLDERS OF NV
As from 1 July 2013, investors have the duty to notify the
Netherlands Authority for the Financial Markets (AFM) of their
share holdings if they hold more than 3% in the NV share capital.
As far as Unilever is aware, the only holders of more than
3% in the NV share capital (apart from the Foundation Unilever
N.V. Trust Office, see pages 46 and 47, and shares held in treasury
by NV, see page 51) on 3 March 2014, are ING Groep N.V. (‘ING’)
and ASR Nederland N.V. (‘ASR’). The voting rights of such
shareholders are the same as forother holders of the class of
share indicated.
Class of shares
Total number
of shares
% of relevant
class
Nomnal value
of shares
ING Ordinary shares 6,078,455 035 972,553
7% cumulative
preference shares 20,665 7126 8,856,399
6% cumulative
preference shares 74,088 460 31,751,894
ASR Ordinary shares 3,273,839 019 523,814
6% cumulative
preference shares 46,000 2856 19,714,220
51Unlever Annual Report and Accounts 2013 overnance