Unilever 2015 Annual Report Download - page 54

INDEMNIFIATION
The terms of NV Drectors’ ndemnfcaton are provded for n NV’s
Artcles of Assocaton The power to ndemnfy PL Drectors s
provded for n PL’s Artcles of Assocaton and deeds of ndemnty
have been ssued to all PL Drectors Approprate qualfyng thrd
party drectors’ and offcers’ lablty nsurance was n place for all
Unlever Drectors throughout 2015 and s currently n force
In addton, PL provdes ndemntes (ncludng, where applcable,
a qualfyng penson scheme ndemnty provson) to the Drectors
of three subsdares each of whch acts as trustee of a Unlever UK
penson fund Approprate trustee lablty nsurance s also n place
OUR SHARES
NV SHARES
SHARE APITAL
NV’s ssued share captal on 31 December 2015 was made up of
• 274,356,432 splt nto 1,714,727,700 ordnary shares of
016 each
• 1,028,568 splt nto 2,400 specal ordnary shares numbered
1 – 2,400 known as specal ordnary shares and
• 81,454,014 splt nto two classes (6% and 7%) of cumulatve
preference shares*
* These shares are ncluded wthn labltes (note 15)
LISTINS
NV has lstngs of ordnary shares, 6% and 7% cumulatve
preference shares and depostary recepts for such ordnary
shares and 7% cumulatve preference shares on Euronext
Amsterdam and a lstng of New York Regstry Shares* on the
New York Stock Exchange
* One New York Regstry Share represents one NV ordnary share wth a
nomnal value of 016
VOTIN RIHTS
NV shareholders can cast one vote for each 016 nomnal captal
they hold and can vote n person or by proxy The votng rghts
attached to NV’s outstandng shares are splt as follows
Total number of votes % of ssued captal
1,714,727,700 ordnary shares 1,714,727,700(a) 7689
2,400 specal shares 6,428,550 029
161,060 6% cumulatve
preference shares 431,409,276(b) 1934
29,000 7% cumulatve
preference shares 77,678,313(c) 348
As at 31 December 2015
(a) 141,560,629 shares were held n treasury and 11,077,932 shares were
held to satsfy oblgatons under share-based ncentve schemes
(b) 37,679 6% cumulatve preference shares were held n treasury
(c) 7,562 7% cumulatve preference shares were held n treasury
The specal shares and the shares under (a), (b) and (c) are not voted on
SHARE ISSUES AND BUY BAKS
NV may ssue shares not yet ssued and grant rghts to subscrbe
for shares only pursuant to a resoluton of the eneral Meetng
or of another corporate body desgnated for such purpose by a
resoluton of the eneral Meetng At the NV AM held on
29 Aprl 2015 the Board of NV was desgnated as the corporate
body authorsed to resolve on the ssue of, or on the grantng of
rghts to subscrbe for, shares not yet ssued and to restrct or
exclude the statutory pre-empton rghts that accrue to
shareholders upon ssue of shares, on the understandng that ths
authorty s lmted to 10% of the ssued share captal of NV, plus an
addtonal 10% of the ssued share captal of NV n connecton wth
or on the occason of mergers, acqustons or strategc allances
At the 2015 NV AM the Board of NV was also authorsed to cause
NV to buy back ts own shares or depostary recepts thereof,
wth a maxmum of 10% of ssued share captal, ether through
purchase on a stock exchange or otherwse, at a prce, excludng
expenses, not lower than 001 (one euro cent) and not hgher than
10% above the average of the closng prce of the shares on the
tradng venue where the purchase s carred out for the fve
busness days before the day on whch the purchase s made
These authortes expre on the earler of the concluson of the
2016 NV AM or the close of busness on 30 June 2016 (the last
date by whch NV must hold an AM n 2016) Such authortes are
renewed annually and authorty wll be sought at NV’s 2016 AM
Durng 2015 Unlever group companes purchased 373,000 NV
ordnary shares, representng 002% of the ssued share captal,
for 13,787,337 and 2,969,212 NV New York Regstry Shares,
representng 017% of the ssued share captal, for 116,956,117
These purchases were made to facltate grants made n
connecton wth Unlever’s employee compensaton programmes
No NV 6% cumulatve preference shares nor NV 7% cumulatve
preference shares were purchased by Unlever group companes
durng 2015 Further nformaton on these purchases can be found
n note 4 to the consoldated accounts on pages 104 and 105
NV SPEIAL ORDINARY SHARES
To ensure unty of management, the provsons wthn the NV
Artcles of Assocaton contanng the rules for appontng NV
Drectors cannot be changed wthout the permsson of the holders
of the specal ordnary shares numbered 1 – 2,400 nclusve These
NV specal ordnary shares may only be transferred to one
or more other holders of such shares The ont holders of these
shares are NV Elma and Unted Holdngs Lmted, whch are
subsdares of NV and PL respectvely The Boards of NV Elma
and Unted Holdngs Lmted comprse the members of the
Nomnatng and orporate overnance ommttee
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 obects, the Trust
Offce ssues depostary recepts n exchange for the NV ordnary
shares and NV 7% cumulatve preference shares These
depostary recepts are lsted on Euronext Amsterdam, as are the
NV ordnary and 7% cumulatve preference shares themselves
47Unilever Annual Report and Accounts 2015 Governance