Unilever 2015 Annual Report Download - page 55

SHARE ISSUES AND BUY BAKS
The PL Board may, subect to the UK ompanes Act 2006 and
the passng of the approprate resolutons at a eneral Meetng,
ssue shares wthn the lmts prescrbed wthn the resolutons
At the PL 2015 AM held on 30 Aprl 2015 the PL Drectors were
authorsed to ssue new shares, up to a maxmum of £13,300,000
nomnal value (whch at the tme represented approxmately 33%
of PL’s ssued ordnary share captal) and to dsapply pre-
empton rghts up to approxmately 5% of PL’s ssued ordnary
share captal
In addton, at PL’s 2015 AM the PL Board was authorsed to
make market purchases of ts ordnary shares, up to a maxmum
of 128,345,000 shares representng ust under 10% of PL’s ssued
ordnary share captal and wthn the lmts prescrbed n the
resoluton untl the earler of the concluson of PL’s 2016 AM
and 30 June 2016 These authortes are renewed annually and
authorty wll be sought at PL’s 2016 AM
Durng 2015 Unlever group companes purchased 1,664,000
PL ordnary shares, representng 013% of the ssued captal,
for 64,388,675 and 438,300 PL Amercan Depostary Recepts,
representng 003% of the ssued captal, for 18,220,076 These
purchases were made to facltate grants made n connecton wth
ts employee compensaton programmes Further nformaton on
these purchases can be found n note 4 to the consoldated
accounts on pages 104 and 105
PL DEFERRED STOK
The ont holders of the PL deferred stock 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
The provsons wthn the PL Artcles of Assocaton contanng the
rules for appontng PL Drectors cannot be changed wthout the
permsson of the holders of PL’s deferred stock
OUR SHAREHOLDERS
SINIFIANT SHAREHOLDERS OF NV
As far as Unlever s aware, the only holders of more than 3%
of, or 3% of votng rghts attrbutable to, NV’s share captal on
31 December 2015 (apart from the Foundaton Unlever NV Trust
Offce, see pages 47 and 48, and shares held n treasury by NV, see
page 47), are NN roup NV (NN), ASR Nederland NV (ASR) and
BlackRock, Inc (BlackRock) as ndcated n the table below
Shareholder lass of shares
Total number of
shares held
% of relevant
class
NN ordnary shares 5,489,554 032
7% cumulatve
preference shares 20,665 7126
6% cumulatve
preference shares 74,088 460
ASR ordnary shares 2,833,072 017
6% cumulatve
preference shares 46,000 2856
BlackRock ordnary shares 67,041,916 391
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 Trust Offce There are no
lmtatons on the holders’ votng rghts, they can attend all
eneral Meetngs of NV, ether personally or by proxy, and have the
rght to speak The Trust Offce only votes shares that are not
represented at a eneral Meetng The Trust Offce votes n such
a way as t deems to be n the long-term nterests of the holders of
the depostary recepts Ths votng polcy s lad down n the
ondtons of Admnstraton that apply to the depostary recepts
The Trust Offce’s shareholdng fluctuates daly Its holdngs
on 31 December 2015 were 1,374,039,272 NV ordnary shares
(8013%) and 9,817 NV 7% cumulatve preference shares (3385%)
The members of the board at the Trust Offce are Mr J H Schraven
(charman), Mr P P de Konng, Ms  M S Smts-Nustelng and
Mr A A Olslager The Trust Offce reports perodcally on ts
actvtes Further nformaton on the Trust Offce, ncludng ts
Artcles of Assocaton, ondtons of Admnstraton and Votng
Polcy, can be found on ts webste
Unlever consders the arrangements of the Trust Offce to be
approprate and n the nterests of NV and ts shareholders gven
the sze of the votng rghts attached to the fnancng preference
shares and the relatvely low attendance of holders of ordnary
shares at the eneral Meetngs of NV
wwwadmnstratekantoor-unlevernl
PL SHARES
SHARE APITAL
PL’s ssued share captal on 31 December 2015 was made up of
• £40,760,420 splt nto 1,310,156,361 ordnary shares of 31/9p
each and
• £100,000 of deferred stock of £1 each
LISTINS
PL has shares lsted on the London Stock Exchange and, as
Amercan Depostary Recepts*, on the New York Stock Exchange
* One Amercan Depostory Recept represents one PL ordnary share wth a
nomnal value of 31/9 p
VOTIN RIHTS
PL shareholders can cast one vote for each 31/9p nomnal captal
they hold, and can vote n person or by proxy Ths means that
shareholders can cast one vote for each PL ordnary share or
PL Amercan Depostary Recept of Shares Therefore, the total
number of votng rghts attached to PL’s outstandng shares s
as follows
Total number of votes % of ssued captal
1,310,156,361 ordnary shares 1,310,156,361(a) 9976
£100,000 deferred stock 3,214,285 024
As at 31 December 2015
(a) Of whch 26,696,994 shares were held by PL n treasury and 6,694,215
shares were held by NV group companes These shares are not voted on
48 Unilever Annual Report and Accounts 2015Governance
ORPORATE OVERNANE ONTINUED