FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May, 2007
UNILEVER N.V.
(Translation of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
Exhibit 99 attached hereto is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNILEVER N.V.
/S/ K. VAN DER GRAAF
By K. VAN DER GRAAF
DIRECTOR
/S/ R. KUGLER
By R. KUGLER
DIRECTOR
Date:May 29, 2007
EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to Euronext, Amsterdam dated 29 May, 2007
Deed of Amendment of the Articles of Association of
Unilever N.V.
Exhibit 99
version dated
28-3/16-5-2007
BSVJS/CG
F:\mail\74581570_bue.doc
UNOFFICIAL TRANSLATION
DEED OF AMENDMENT OF THE ARTICLES
OF ASSOCIATION OF
UNILEVER N.V.
On the sixteenth day of May two thousand and seven appears before me, Johannes
Daniel Maria Schoonbrood, notaris (civil-law notary) practising in Amsterdam:
Bart Sicco Veldkamp, kandidaat-notaris (candidate civil-law notary), employed by
De Brauw Blackstone Westbroek N.V., a limited liability company, with corporate
seat in The Hague, with address at: 2596 AL The Hague, the Netherlands,
Zuid-Hollandlaan 7, at the office in Amsterdam, born in Haarlem on the
twenty-sixth day of December nineteen hundred and fifty-eight.
The person appearing declares that on the fifteenth day of May two thousand and
seven the general meeting of shareholders of Unilever N.V., a limited liability
company, with corporate seat in Rotterdam and address at: 3013 AL Rotterdam,
Weena 455, resolved to amend the articles of association of this company and to
authorise the person appearing to execute this deed.
Pursuant to those resolutions the person appearing declares that he amends the
company's articles of association such that these shall read in full as follows
ARTICLES OF ASSOCIATION:
Section I
Name and registered office.
Article 1.
The name of the Company is Unilever N.V. and its registered office is situated
in Rotterdam. Objects.
Article 2.
The objects for which the Company is established are to acquire interests in
companies and business enterprises and to manage and finance companies and
business enterprises regardless whether these are group companies and to do all
things which, directly or indirectly, may be deemed to be incidental or
conducive thereto in the widest sense, including especially the carrying out of
an agreement between the Company (then named Lever Brothers & Unilever N.V.) and
Lever Brothers & Unilever Limited (now named Unilever PLC) - an English company
with objects similar to those of Unilever N.V. - entered into on the
twenty-eighth day of June nineteen hundred and forty-six, which reaffirmed an
agreement dated the thirty-first day of December nineteen hundred and
thirty-seven concluded by the same parties and identical in its operative
provisions, and which was modified on the twentieth day of July nineteen hundred
and fifty-one and on the twenty-first day of December nineteen hundred and
eighty-one and on the fifteenth day of May two thousand and six.
Definitions.
Article 3.
In these Articles of Association the following terms shall have the following
meaning:
addition: an alteration to the share register referred
to in Article 11, paragraph 5;
affiliated institution: an affiliated institution as meant in the Act
on securities transactions by giro;
Board of Directors: the board of directors of the Company;
booking: a record in the share register referred to in
Article 11, paragraph 1, to the extent that
it relates to one or more shares for which no
share certificates are outstanding;
central institute: the central institute as meant in the Act on
securities transactions by giro;
collective depot: a collective depot as meant in the Act on
securities transactions by giro involving
shares of a particular class of shares;
Company: Unilever N.V. incorporated on the ninth day
of November nineteen hundred and
twenty-seven;
deletion: an alteration to the share register referred
to in Article 11, paragraph 5;
depositary receipt for a depositary receipt for a share in the capital
of the Company issued
share: with the co-operation of the Company;
entry: an entry in the share register referred to in
Article 11, paragraph 1, to the extent that
it relates to one or more shares for which
share certificates are outstanding;
Euronext: the stock exchange of Euronext Amsterdam N.V.
Executive Director: a member of the Board of Directors referred
to in Article 19 hereof;
General Meeting: the corporate body the general meeting of
shareholders or a meeting of such corporate
body;
giro depot: the giro depot as meant in the Act on
securities transactions by giro involving
shares of a particular class of shares;
Group Chief Executive: the Group Chief Executive referred to in
article 19, paragraph 4;
holder of a depositary a holder of a depositary receipt for a share
receipt for a share: in the capital of the Company issued with the
co-operation of the Company or a person to
whom by law the same rights are
attributed vis-a-vis the Company as those
which are attributed to a holder of a
depositary receipt for a share;
law: the law of the Netherlands;
Non-Executive Director: a member of the Board of Directors referred
to in Article 19 hereof;
participant: a participant as meant in the Act on
securities transactions by giro;
person: a natural person or a legal entity;
person authorised to attend (a) a shareholder entitled to vote, which
and to vote at a General also includes a participant, (b) a holder of
Meeting: a right of usufruct or a right of pledge, who
is entitled to the voting right attached to
the share which is subject to the right of
usufruct or the right of pledge and (c) such
other persons referred to in Article 29,
paragraph 1;
person authorised to attend (a) a shareholder, which also includes a
a General Meeting: participant, (b) a holder of a depositary
receipt for a share, and (c) a holder of a
right of usufruct or a right of pledge, but
excluding the holder of such right in respect
of a share of which the voting right vests in
the holder of such share and in respect of
whom at the time that the right of usufruct
or the right of pledge was granted the rights
which by law are conferred upon holders of
depositary receipts for shares issued with
the co-operation of a company were withheld
and (d) such other persons referred to in
Article 29 paragraphs 1 and 2;
Scrip: a fractional share referred to in Article 46,
paragraph 1;
Secretary: a Secretary of the Company referred to in
Article 25;
shareholder: a holder of a share in the capital of the
Company or the joint holders of a share
referred to in Article 8, paragraph 2;
share certificate: a certificate of a share, a certificate of
more than one share and a certificate of a
fractional share;
statutory regulations: regulations by or pursuant to the law of the
Netherlands;
4% cumpref: a share of the class of shares as defined in
Article 4, paragraph 1;
6% cumpref: a share of the class of shares as defined in
Article 4, paragraph 1;
7% cumpref: a share of the class of shares as defined in
Article 4, paragraph 1.
Section II
Capital and division into shares.
Article 4.
4.1. The authorised capital of the Company is six hundred thirty-one million
thirty thousand three hundred and eighteen euro (EUR 631,030,318) divided
into: seventy-five thousand (75,000) seven per cent cumulative preference
shares of four hundred and twenty-eight euro and fifty-seven eurocent
(EUR 428.57) each, (the "7% cumprefs"); two hundred thousand (200,000) six
per cent cumulative preference shares of four hundred and twenty-eight euro
and fifty-seven eurocent (EUR 428.57) each, (the "6% cumprefs"); seven
hundred and fifty thousand (750,000) four per cent cumulative preference
shares of forty-two euro and eighty-six eurocent (EUR 42.86) each, (the "4%
cumprefs"); two thousand four hundred (2,400) ordinary shares of four
hundred and twenty-eight euro and fifty-seven eurocent (EUR 428.57) each;
and three billion (3,000,000,000) ordinary shares of sixteen eurocent
(EUR 0.16) each.
4.2. The Company may issue shares not yet issued 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. The issue shall be made
with due regard to the statutory regulations applicable thereto and, where
the authority to resolve thereon is vested in a corporate body other than
the Board of Directors, not otherwise than in accordance with a proposal to
such effect by the Board of Directors. The provisions of this paragraph
shall apply correspondingly to the granting of rights to subscribe for
shares, but shall not apply to the issue of shares to a person who is
exercising a previously acquired right to subscribe for shares.
Reduction of capital.
Article 5.
5.1. Subject as hereinafter provided the Company may at any time repay the
nominal value of the 4% cumprefs, either in whole or in part, subject to
the statutory regulations applicable to reduction of the issued capital. In
the event of a repayment in full a payment will also be made of an amount
equal to the difference between (a) the original nominal value of the
preference shares concerned in Dutch guilder at the time of issue of those
shares and (b) the nominal value set at the euro conversion of those
shares, which difference has been added to the non-distributable reserve as
meant in section 2:67a, paragraph 3 of the Civil Code at the occasion of
the euro conversion. For the purposes of this calculation, the nominal
value originally in Dutch guilder will be converted into euro at the
official conversion rate.
5.2. If repayment in part be resolved upon, the shares to be repaid shall be
ascertained by drawings.
5.3. Repayment shall not take place so long as any dividend on any preference
shares is in arrear.
Repurchase of shares.
Article 6.
6.1. The Company may acquire fully paid ordinary and preference shares in its
capital as well as depositary receipts for shares also otherwise than for
no consideration, subject to the statutory regulations applicable thereto.
6.2. The Company may, without authorisation of the General Meeting, acquire
shares in its capital or depositary receipts for shares for the purpose of
transferring such to employees in the service of the Company or of a group
company by virtue of an arrangement applicable to them. These shares and
depositary receipts have to be included in the price list of a stock
exchange.
Section III
Shares in the giro system; collective depot; giro depot; fractional shares;
share register and share certificates.
Article 7.
7.1. The ordinary shares of four hundred and twenty-eight euro and fifty-seven
eurocent (EUR 428.57) each are numbered 1 to 2,400 inclusive. The other
ordinary shares are numbered from 2,401 onwards, without prejudice to the
provisions of Article 9 and Article 11 hereof, regarding the numbering of
share certificates and of bookings in the share register respectively. The
classes of preference shares are numbered from 1 onwards and carry an
indication of their class (4%, 6% and 7%, respectively).
7.2. All shares shall be in registered form.
7.3. When a share is issued, the transfer for the purpose of incorporation of
that share in the giro depot or a collective depot for the respective class
of shares can be effected by the Company without the cooperation of the
other affiliated institutions and the other participants in the collective
depot. For that purpose it is sufficient that the Company enters the share
of that class of shares in the share register in the name of the central
institute or the affiliated institution, as the case may be, thereby
stating the fact that the share has become part of the giro depot or the
respective collective depot for that class of shares, as the case may be,
and the other information meant in Article 11, paragraph 2, and the central
institute or the affiliated institution, as the case may be, accepts the
transfer. The ordinary shares numbered 1 to 2,400 inclusive cannot be
transferred for the purpose of incorporation in a collective depot or the
giro depot.
7.4. If a share is transferred for the purpose of incorporation in a collective
depot, the transfer shall be accepted by the relevant affiliated
institution. If a share is transferred for incorporation in the giro depot,
the central institute shall accept the transfer. The transfer of a share
for which a share certificate has been issued for the purpose of
incorporation in a collective depot or the giro depot, can only be effected
provided the share certificate has been delivered to the Company for the
purpose of cancellation. The transfer and acceptance may take place without
cooperation of the other participants in the collective depot and without
the cooperation of other affiliated institutions.
7.5. The Company may pursuant to a resolution of the Board of Directors preclude
delivery of shares within the meaning of section 26 of the Act on
securities transactions by giro. The resolution to that effect may not be
invoked against a participant until six months after publication of the
resolution in at least one national newspaper. The Company may revoke the
resolution by way of a resolution of the Board of Directors. In such a
case, delivery may take place from the day following that of the
announcement of that resolution in at least one national newspaper.
7.6. An affiliated institution may transfer shares for the purpose of
incorporation into the giro depot and, to the extent that delivery has not
been precluded, deliver shares from a collective depot without the
cooperation of the other participants. The central institute may, to the
extent that delivery has not been precluded, deliver shares from the giro
depot for incorporation in a collective depot without the cooperation of
the other participants.
7.7. The Board of Directors may split shares into fractional shares. Fractional
shares of the same class, together representing the nominal amount of a
share of that class, may be combined into one share by the Board of
Directors at the request of the holder of such fractional shares. The
provisions of these Articles of Association relating to shares, share
certificates and shareholders shall also apply to fractional shares,
fractional share certificates and holders of fractional shares, save in so
far as the contrary is expressed or follows from the meaning of the
relevant provision.
Community of property of shares or depositary receipts for shares.
Article 8.
8.1. If shares or depositary receipts for shares form part of a community of
property other than a community of property resulting from the application
of the Act on securities transactions by giro, the Company is entitled to
admit one person only, designated in writing by the joint participants in
that other community of property, to exercise the rights attached to such
shares or depositary receipts, except where otherwise provided by law or
these Articles of Association. The joint participants in that other
community of property may also designate more than one person. If that
other community of property comprises shares, the joint participants in
that other community of property may determine at the time of the
designation of the representative or thereafter - but only unanimously -
that, if a joint participant in that other community of property so wishes,
a number of votes corresponding to his interest in that other community of
property will be cast in accordance with his instructions.
The Company shall record these instructions in the share register referred to
in Article 11 hereof.
8.2. If in respect of a share the shareholder rights vest in more than one
person, then in these Articles of Association, notwithstanding the
provisions of the first paragraph, "shareholder" shall mean the joint
holders of that share. Furthermore, when mentioning is made of a request or
any other action by a shareholder, these Articles of Association shall
refer to the corresponding action of a person, who is authorised to perform
that action on behalf of the shareholder or pursuant to his own right to
perform that action, except where otherwise provided by law or these
Articles of Association. What has been provided above, shall
correspondingly apply to depositary receipts for shares issued with the
co-operation of the Company.
Share certificates.
Article 9.
9.1. In respect of ordinary shares of sixteen eurocent (EUR 0.16) not being
shares registered in the name of the central institute or an affiliated
institution, at the request of the shareholder, registered share
certificates can be issued to shareholders in addition to a booking, but
only if the Board of Directors honours this request in view of stock
exchange regulations applicable abroad or customary foreign stock exchange
practice. The share certificates shall be obtainable for single shares and
also for as many shares as the Board of Directors may direct.
9.2. The registered share certificates shall be obtainable in the form of a
mantle without dividend coupons.
9.3. The share certificates shall each bear a number to distinguish share
certificates.
9.4. The mantles of the share certificates shall be signed on or before issue by
two members of the Board of Directors or by a member of the Board of
Directors and a Secretary. The date of signing shall be shown against the
signatures. Furthermore share certificates shall be countersigned by one or
more persons designated by the Board of Directors for that purpose.
9.5. The form and text of the share certificates shall be determined by the
Board of Directors with due regard to the provisions of the preceding
paragraphs hereof.
9.6. Without prejudice to the provisions of Article 10 hereof, a share
certificate or a part thereof may be cancelled only if surrendered to the
Company for cancellation or if it relates to a share cancelled with due
regard to the statutory regulations. Cancellation shall be effected by or
by virtue of a resolution of the Board of Directors.
Duplicate share certificates.
Article 10.
10.1.Without prejudice to the provisions of the law the Board of Directors may,
to replace any share certificate lost, mislaid or damaged, issue in place
thereof, subject to such conditions and on such security being given as the
Board of Directors shall deem necessary, either a new share certificate, or
a duplicate bearing the same number as the document which it replaces and
showing clearly that it is a duplicate.
10.2.At the time of issue of such new document or duplicate the document which
it replaces shall become null and void.
10.3.Any expenses incurred in complying with the conditions stipulated by the
Board of Directors and in issuing the new document or duplicate may be
charged to the applicant.
Share register.
Article 11.
11.1.By or on behalf of the Company a register shall be kept which shall record
for each shareholder not being a participant, his name, the address to
which he wishes any communications or documents relating to his share to be
sent and, in the case of shares for which share certificates are
outstanding, the number of such share certificate. Entries and bookings
shall be recorded separately even though they concern one and the same
shareholder.
11.2.In the event that shares have been transferred to an affiliated
institution for the purpose of incorporation in a collective depot or to
the central institute for the purpose of incorporation in the giro depot,
the name and address of the affiliated institution or the central
institute, as the case may be, shall be entered in the register, together
with the date on which the shares have been incorporated in a collective
depot or the giro depot, as the case may be, as well as the date of
acknowledgement or service of transfer.
11.3.The register mentioned in paragraph 1 may consist of several parts, and it
may be kept either wholly or partly, in more than one original copy and in
more than one place, at the Board of Directors' discretion. The form and
contents of the share register and the particulars to be recorded therein
shall be determined by the Board of Directors with due regard to the
provisions of this Article and the relevant statutory regulations. The
Board of Directors may determine that the records shall vary according to
whether they relate to entries in respect of shares for which share
certificates have been issued, or to bookings.
11.4.Where particulars of an entry or booking or any alteration therein are
recorded at the shareholder's request, the Board of Directors may stipulate
that such request shall be made in writing and be duly signed by the
shareholder.
11.5.Each booking shall relate to one class of shares only. It shall be given a
number or a letter or letters together with a number, and it shall record
for each shareholder the number and class of shares held by him and,
besides the particulars mentioned in paragraph 1 hereof, the way in which
he wishes payment to be made of dividends and any other cash distributions
due to him on such shares. With due observance of the provisions of Article
41 payment shall be made into a bank account in the Netherlands, unless the
Board of Directors at the shareholder's request allows payment to be
effected otherwise.
11.6.If there is any alteration in any of the particulars recorded in a
booking, such alteration shall be recorded against the booking in the share
register.
11.7.Every initial booking and every addition or deletion shall show the date
on which it is recorded in the register and shall be certified by means of
the signatures of a member of the Board of Directors and of a Secretary.
The Board of Directors may decide that the signature of a member of the
Board of Directors or of a Secretary or of both may be substituted by the
signature of persons specially authorised for that purpose by the Board of
Directors, provided always that every booking, addition or deletion shall
in all cases be certified by means of two different signatures.
11.8.The Company shall have discharged its obligations arising from the rights
attached to a registered share if, in fulfilment thereof, it relies on the
particulars recorded in the share register in accordance with the
provisions of the preceding paragraphs hereof and of Article 8 hereof and
shall bear no responsibility for acts as referred to in this Article and in
Articles 8, 12, 13 and 14 hereof which it performs at the request of a
person whom it takes in good faith to be the person entitled to exercise
the rights concerned or his representative. The Company shall not be
obliged to examine the authenticity of signatures, power of disposition,
power of representation or capacity to act, unless in the circumstances of
the case failure to do so would be considered to be gross negligence on the
part of the Company.
Exchange of registered share certificates.
Article 12.
12.1.If the holder of one or more registered share certificates lodging these
with the Company for cancellation so requests then, subject to the
provisions of Articles 7 and 9 hereof and any directions given by virtue
thereof, he shall instead of such share certificates and for the same total
nominal amount have issued to him one or more new share certificates, each
for as many shares as he requests and/or have a new booking or addition, as
mentioned in Article 11 hereof, recorded in his name in the share register.
12.2.If a shareholder in whose name a booking has been recorded so requests
then, subject to the provisions of Articles 7 and 9 hereof and any
directions given by virtue thereof, he shall instead of such booking and
after deletion thereof, have issued to him one or more share certificates
for the same total nominal amount, each for as many shares as he requests.
12.3.The Board of Directors may require a request as mentioned in this Article
to be made on a form obtainable free of charge from the Company which shall
be signed by the shareholder.
12.4.A request by a shareholder as mentioned in Article 11, paragraph 3 hereof
or as mentioned in this Article, and the lodgment with the Company of a
share certificate or of an instrument as referred to in Article 13,
paragraph 3, hereof, shall be made at the place to be designated for this
purpose by the Board of Directors. Different places may be designated for
different classes of shares.
12.5.For each cancellation or issue of a share certificate pursuant to the
provisions of this Article and of Article 13 hereof the Company shall be
entitled, subject to the relevant statutory regulations, to charge a
reasonable sum to the applicant.
12.6.The provisions of this Article are mutatis mutandis applicable to those
who hold a right of usufruct or a right of pledge on one or more shares.
Section IV
Transfer of shares.
Article 13.
13.1.The following provisions shall apply to the transfer of a share,
notwithstanding Article 7, paragraphs 3 up to and including 6.
13.2.The transfer of a share shall require an instrument intended for such
purpose and, save when the Company itself is a party to such legal act, the
written acknowledgement by the Company of the transfer. The acknowledgement
shall be made in the instrument or by a dated statement on the instrument
or on a copy or extract thereof mentioning the acknowledgement signed as a
true copy by the notary or the transferor, or in the manner referred to in
paragraph 3. Service of such instrument or such copy or extract on the
Company shall be considered to have the same effect as an acknowledgement.
The instrument may be placed on the reverse side of a share certificate. In
the case of a transfer of shares not paid up in full, the acknowledgement
may be made only if the instrument has a recorded, or otherwise fixed,
date.
13.3.Where a share certificate has been issued for a share the surrender to the
Company of the share certificate shall also be required for such transfer.
Such requirement shall not apply if the share certificate has been lost,
stolen or destroyed and cannot be replaced according to Article 10. If the
share certificate is surrendered to the Company, the Company may
acknowledge the transfer by making an annotation on such share certificate
as proof of the acknowledgement or by replacing the surrendered certificate
by a new share certificate registered in the name of the transferee with
due observance of Article 9, paragraph 1.
13.4.After deletion of the existing booking in the share register an initial
booking or an addition as referred to in Article 11 shall be recorded in
the name of the person entitled to the share.
Additional transfer requirements.
Article 14.
14.1.The provisions of Article 13 hereof shall apply correspondingly to:
a. the allocation of a share upon the division of any community of
property;
b. the creation and transfer of a right of usufruct or the creation of a
right of pledge on a share. A pledge may also be established without
an acknowledgement by or service on the Company. In that case section
3:239 of the Civil Code shall apply mutatis mutandis, whereby the
acknowledgement by or service on the Company shall take the place of
the notice referred to in paragraph 3 of that section.
14.2.The transfer of a share as a result of a foreclosure shall take place in
accordance with the relevant statutory regulations in force, provided that
if a share certificate for the share is outstanding the lodgment of the
share certificate with the Company shall also be required for the transfer
of ownership.
Section V
Special provisions relating to the ordinary shares numbered 1 to 2,400
inclusive.
Article 15.
15.1.Ordinary shares belonging to the series numbered 1 to 2,400 inclusive may
be transferred by the holder only to one or more other holders of such
shares numbered 1 to 2,400 inclusive.
15.2.The provisions of the preceding paragraph of this Article may be deviated
from with the consent of all the holders of the ordinary shares numbered 1
to 2,400 inclusive, given unanimously at a meeting of such holders at which
all such holders are present or represented.
15.3.Before acknowledgement of a transfer is effected, the Board of Directors
shall ascertain that the provisions laid down for such transfer have been
duly complied with.
Article 16.
16.1.On the death of a holder of any ordinary share bearing one of the numbers
1 to 2,400 inclusive - or on the dissolution of a partnership, association
or company being a holder of such share - the heirs-at-law, legal
successors or liquidators shall be bound, within three months at the latest
after the date of such death or after the date of the resolution for such
dissolution, to offer all the shares registered in the name of their legal
predecessor or in the name of such partnership, association or company,
successively and in such order as they may desire, to all the other holders
of such shares at a price based on the price last quoted on Euronext for
the ordinary shares of the Company prior to the date of the offer.
16.2.The heirs-at-law, legal successors or liquidators mentioned in the
preceding paragraph shall, not later than three months after the date of
the said death or resolution for dissolution, give notice thereof in
writing to the Board of Directors, specifying the person or persons to
whom, in accordance with the provisions aforesaid, they wish the transfer
of the said shares numbered 1 to 2,400 inclusive, belonging to their legal
predecessor or the partnership, association or company as the case may be
to be effected, at the same time lodging with the Board of Directors an
instrument of transfer of ownership, as mentioned in Article 13, paragraph
2 hereof.
16.3.The provisions of the foregoing paragraphs of this Article may be deviated
from with the consent of all the holders of the ordinary shares numbered 1
to 2,400 inclusive, given unanimously at a meeting of such holders, at
which all such holders are present or represented.
Article 17.
17.1.If the notice mentioned in the preceding Article hereof, together with the
specification and the instrument have not been lodged with the Board of
Directors within the period stated in the said Article, the Board of
Directors shall notify the other holders of the ordinary shares numbered 1
to 2,400 inclusive accordingly, at the same time convening a meeting of the
holders of such shares. This meeting shall then designate one or more
holders of the said shares who are prepared to take over the shares in
question, to whom the heirs-at-law, legal successors or liquidators
concerned shall be bound to transfer such shares forthwith at a price based
on the price last quoted on Euronext for the ordinary shares of the Company
prior to the date of such designation.
17.2.The chairman of the said meeting shall have the designation mentioned in
the preceding paragraph hereof communicated forthwith to the Board of
Directors and the Board of Directors shall notify the heirs-at-law, legal
successors or liquidators concerned accordingly within fourteen days after
such meeting. 17.3. In the event of the heirs-at-law, legal successors or
liquidators failing to transfer all the said shares registered in the name
of their legal predecessor or in the name of the dissolved partnership,
association or company, to the person or persons designated by the said
meeting within fourteen days after notification of such designation to
them, the Board of Directors may effect such transfer themselves by signing
on their behalf an instrument as mentioned in Article 13, paragraph 2
hereof; such transfer shall be recorded at the same time in the share
register mentioned in Article 11 hereof.
Article 18.
All announcements and communications required by the foregoing Articles of this
Section shall be in writing.
Section VI
Management.
Article 19.
19.1.The management of the Company shall be conducted by a Board of Directors.
19.2.The Board of Directors shall consist of one or more Executive Directors
and Non-Executive Directors.
19.3.Only natural persons can be Non-Executive Directors.
19.4.The Board of Directors shall determine the number of Executive Directors
and the number of Non-Executive Directors. The Board of Directors may
appoint one of the Executive Directors as Group Chief Executive for such
period as the Board of Directors may decide.
19.5.The Executive Directors and Non-Executive Directors shall be appointed by
the General Meeting in the manner provided in this paragraph. Members of
the Board of Directors can only be nominated for appointment by the General
Meeting:
a. on the proposal of the Board of Directors;
b. on the proposal of one or more shareholders or holders of depositary
receipts for shares who alone or together meet the requirements of
Article 28, paragraph 5, provided (i) the proposal has been notified
to the Board of Directors on a date not later than the sixtieth day
before the day of the General Meeting and (ii) the person to be
nominated has confirmed in writing that he accepts the nomination and
is prepared to accept a nomination to be appointed as member of the
"board of directors" of Unilever PLC.
A resolution to appoint a member of the Board of Directors of the
Company shall become effective (i) at the close of business of the
General Meeting at which he was appointed provided that prior to that
General Meeting he was appointed as a member of the "board of
directors" of Unilever PLC at the corresponding general meeting of
Unilever PLC or (ii) at the moment of his later appointment as a
member of the "board of directors" of Unilever PLC at the
corresponding general meeting of Unilever PLC, in which the
corresponding general meeting of Unilever PLC shall mean the general
meeting of shareholders of Unilever PLC which is closest in time to
the relevant General Meeting of the Company or any adjournment of the
corresponding general meeting of Unilever PLC; and provided that at
least two persons will have been appointed as member of the Board of
Directors of whom one will have been appointed as Executive Director
of the Company and the other as Non-Executive Director of the Company.
Pending one or more vacancies the Board of Directors remains properly
constituted.
19.6.A resolution to appoint a member of the Board of Directors in a General
Meeting can only be validly taken in respect of a person nominated whose
name was included in the agenda of such General Meeting or in the notes
thereto.
19.7.The remuneration of the Executive Directors shall be determined by the
Board of Directors.
19.8.Each of the Non-Executive Directors shall be paid a fee at such rate as
may from time to time be determined by the Board of Directors provided that
the aggregate of all fees so paid per annum to Non-Executive Directors
shall not exceed the amount per annum decided by the General Meeting.
19.9.Unless Dutch law provides otherwise, the following shall be reimbursed to
current and former members of the Board of Directors:
a. the reasonable costs of conducting a defence against claims (also
including claims by the Company) based on acts or failures to act in
the exercise of their duties or any other duties currently or
previously performed by them at the Company's request;
b. any damages payable by them as a result of an act or failure to act as
referred to under a;
c. the reasonable costs of appearing in other legal proceedings in which
they are involved as current or former members of the Board of
Directors, with the exception of proceedings primarily aimed at
pursuing a claim on their own behalf.
There shall be no entitlement to reimbursement as referred to above if
and to the extent that (i) a Dutch court has established in a final
and conclusive decision that the act or failure to act of the person
concerned may be characterised as wilful ("opzettelijk"),
intentionally reckless ("bewust roekeloos") or seriously culpable
("ernstig verwijtbaar") conduct, unless Dutch law provides otherwise
or this would, in view of the circumstances of the case, be
unacceptable according to standards of reasonableness and fairness, or
(ii) the costs or financial loss of the person concerned are covered
by an insurance and the insurer has paid out the costs or financial
loss. If and to the extent that it has been established by a Dutch
court in a final and conclusive decision that the person concerned is
not entitled to reimbursement as referred to above, he shall
immediately repay the amount reimbursed by the Company. The Company
may request that the person concerned provide security for his
repayment obligation. The Company may take out liability insurance for
the benefit of the persons concerned. The Board of Directors may by
agreement or otherwise give further implementation to the above.
19.10.The appointment of a Director in itself does not constitute a labour
agreement ("arbeidsovereenkomst") between the Director and the Company.
Annual resignation and dismissal.
Article 20.
20.1.All Executive Directors shall retire each year at the Annual General
Meeting provided however that the effective time of the resignation shall
be as soon as the resolution to appoint at least one Executive Director has
become effective pursuant to Article 19, paragraph 5. All Non-Executive
Directors shall retire each year at the Annual General Meeting provided
however that the effective time of the resignation shall be as soon as the
resolution to appoint at least one Non-Executive has become effective
pursuant to Article 19, paragraph 5. Members of the Board of Directors are
eligible for immediate reappointment, subject to the provisions of Article
19.
20.2.The General Meeting may at any time remove or suspend any member of the
Board of Directors. The resolution referred to in the preceding sentence
shall state the reasons therefor.
Chairman of the Board of Directors.
Article 21.
21.1.The Board of Directors shall appoint one of its members to be its Chairman
for such period as the Board of Directors may decide.
21.2.The Board of Directors may appoint one or more of its members as
Vice-Chairman of the Board of Directors for such period as the Board of
Directors may decide. If the Chairman is absent or unwilling to take the
chair, a Vice-Chairman shall be entrusted with such of the duties of the
Chairman entrusted to him by these Articles of Association as the Board of
Directors may decide.
21.3.If no Chairman has been appointed or if the Chairman is absent or
unwilling to take the chair, a meeting of the Board of Directors shall be
presided over by a Vice-Chairman or in the event of his absence or
unwillingness to take the chair, by a member of the Board of Directors or
another person present designated for such purpose by the meeting.
Meetings.
Article 22.
22.1.Meetings of the Board of Directors may be called at any time, either by
one or more members of the Board of Directors or, on his or their
instructions, by a Secretary .
22.2.The Secretaries may attend the meetings of the Board of Directors. The
Board of Directors may decide to permit others to attend a meeting as well.
Powers, restrictions.
Article 23.
23.1.The Board of Directors shall be entrusted with the management of the
Company and shall for such purpose have all the powers within the limits of
the law that are not granted by these Articles of Association to others.
23.2.The Board of Directors may entrust the Group Chief Executive with the
operational management of the Company and the business enterprise connected
therewith. The Board of Directors may entrust the Group Chief Executive
furthermore with the preparation of the decision making process of the
Board of Directors and the implementation of the decisions taken by the
Board of Directors to the extent that the Board of Directors has not
instructed a committee to do so or has not decided otherwise. For the
purposes of this paragraph, paragraph 3 and paragraph 6, if no Group Chief
Executive is appointed these powers shall be exercised and these duties
shall be fulfilled by the Executive Directors jointly.
23.3.The Group Chief Executive shall determine which duties regarding the
operational management of the Company and the business enterprises
connected therewith will be carried out under his responsibility by one or
more other Executive Directors or by one or more other persons.
23.4.The Non-Executive Directors shall supervise the policy and the fulfilment
of duties of the Group Chief Executive or of the Executive Directors,
respectively, and the general affairs of the Company and they shall be
furthermore entrusted with such duties as are and shall be determined by or
pursuant to these Articles of Association.
23.5.The Board of Directors may establish such committees as it may deem
necessary which committees may consist of one or more members of the Board
of Directors or of other persons. The Board of Directors appoints the
members of each committee and determines the tasks of each committee. The
Board of Directors may at any time change the duties and the composition of
each committee.
23.6.Timely the Group Chief Executive shall provide the Non-Executive Directors
with all information which is required for the exercise of their duties.
23.7.Without prejudice to its other powers and duties, the Board of Directors
is authorised to raise money by issues of notes, to dispose of interests in
companies and business enterprises and to enter into transactions:
a. in respect of a subscription for shares imposing special obligations
upon the Company;
b. concerning the acquisition of shares upon terms differing from those
upon which membership in the Company is offered to the public;
c. having for their object to secure some advantage to one of the
founders of the Company or to a third party concerned in its
formation;
d. relative to payments upon shares other than in cash, without being
subject to any restriction in this respect.
23.8.In the event of the absence or inability to act of one or more members of
the Board of Directors, the powers of the Board of Directors remain intact.
In the event of the absence or inability to act of all members of the Board
of Directors, the Secretaries, acting jointly, or the only Secretary in
office, shall temporarily be responsible for the management of the Company
until the vacancies have been filled.
In the event of the absence or inability to act of all members of the Board
of Directors the Secretaries or the only Secretary in office will as soon
as possible take the necessary measures required for a permanent solution.
Representation.
Article 24.
24.1.The Board of Directors shall represent the Company.
24.2.The Company shall also be represented by the Group Chief Executive (if
appointed) as well as by two other Executive Directors acting jointly. In
addition, except in the case of representation by virtue of a special power
of attorney and in the cases mentioned in paragraph 5 of this Article and
in Article 9, paragraph 5, the Company shall be represented either by an
Executive Director together with a Secretary or an attorney or by two
Secretaries or by one Secretary together with an attorney or by two
attorneys, in the last case subject to the limitations imposed upon the
powers of any such attorneys on or after their appointment.
The Board of Directors shall have the power, without prejudice to its
responsibility, to cause the Company to be represented by one or more
attorneys. These attorneys shall have such powers as shall be assigned to
them on or after their appointment and in conformity with these Articles of
Association, by the Board of Directors.
The Non-Executive Directors have no power to represent the Company.
24.3.The signing of mantles of share certificates, extracts from the register
referred to in Article 11 hereof and notes issued by the Company may be
effected by stamping or printing in facsimile the signatures of those who
are authorised by virtue of these Articles of Association to represent the
Company for such purpose.
24.4.A document which persons, solely or jointly empowered to represent the
Company in pursuance of paragraph 2 hereof, have signed as a certified true
copy of or extract from the minutes of a General Meeting, of a meeting of
holders of a class of shares or of a meeting of the Board of Directors
shall as between the Company and third parties be proof of a valid
resolution by such meetings in accordance with the contents of such copy or
extract.
24.5.If the Company is a shareholder, supervisory director or director of
another corporate body, it may also be represented as such at meetings of
shareholders, supervisory directors or the board of such corporate body by
one Executive Director authorised for this purpose by the Board of
Directors.
24.6.If an Executive Director is acting in his personal capacity when entering
into an agreement with the Company or when conducting any litigation
against the Company, the Company may be represented, with due observance of
the provisions of paragraph 2 hereof by the other Executive Directors,
unless the General Meeting appoints another person for that purpose to
represent the Company. In the event that an Executive Director has a
conflict of interest vis-a-vis the Company in any other manner than as
described in the first sentence of this paragraph, every Executive
Director, subject to the provisions of paragraph 2 hereof, shall have power
to represent the Company.
Secretaries.
Article 25.
25.1.The Board of Directors may appoint one or more Secretaries from outside
its members.
25.2.A Secretary shall have such powers as are assigned to him by these
Articles of Association and, subject to these Articles of Association, by
the Board of Directors on or after his appointment.
25.3.A Secretary may be removed from office at any time by the Board of
Directors.
Regulations.
Article 26.
26.1.With due observance of these Articles of Association the Board of
Directors may adopt one or more sets of regulations dealing with such
matters as its internal organisation, the manner in which decisions are
taken, the composition, the duties and organisation of committees and any
other matters concerning the Board of Directors, the Group Chief Executive
(if appointed), the Executive Directors and the committees established by
the Board of Directors.
26.2.Regulations dealing with matters concerning General Meetings will be
placed on the Company's website.
Section VII
Meetings of holders of a class of shares.
Article 27.
The provisions of the Articles 28 to 33 inclusive and of Article 35 hereof
relating to the General Meeting shall, save in so far as is otherwise expressed
or follows from the meaning of the relevant provision, apply correspondingly to
the meeting of holders of preference shares, to the meeting of holders of
preference shares of a particular class and the meeting of ordinary shareholders
and - subject to the provisions of Article 36 hereof - to the meeting of the
holders of ordinary shares of four hundred and twenty-eight euro and fifty-seven
eurocent (EUR 428.57) each numbered 1 to 2,400 inclusive.
Place of meetings. Convocation. Registration date.
Article 28.
28.1.The General Meetings shall be held at Rotterdam, Vlaardingen, The Hague,
Utrecht, Amsterdam or Haarlemmermeer at such time and place as the Board of
Directors shall decide.
28.2.The notice convening a General Meeting shall be issued by or on behalf of
the Board of Directors in the manner as referred to in Article 33 hereof.
At least fourteen days notice shall be given, not counting the day of
issuing the notice and the day of the meeting, and such notice shall be
given at least ten days before the registration date as referred to in
Article 29, paragraph 4 hereof if the Board of Directors establishes such a
date.
28.3.The notice shall state which requirements shareholders and holders of
depositary receipts for shares must meet under the provisions of Article 29
hereof, in order that they may attend the General Meeting or be represented
thereat by proxy and that they may exercise their rights.
28.4.The notice shall furthermore contain the agenda for the meeting or -
except in the case of a proposal to amend the Articles of Association -
shall state that the agenda is available for inspection by shareholders and
by holders of depositary receipts for shares at the Company's registered
office.
28.5.Proposals by shareholders or holders of depositary receipts for shares
shall be put on the agenda only if they have been lodged in writing with
the Board of Directors by one or more shareholders or holders of depositary
receipts for shares who alone or together represent at least one-hundredth
of the issued capital or who represent the market value in shares as set in
respect thereto by or pursuant to the law on a date not later than the
sixtieth day before the day of the meeting and provided that there is not
an important interest of the Company at stake which prohibits that such
proposal is put on the agenda. Such written request may be submitted
electronically subject to a regulation adopted by the Board of Directors.
For this purpose, holders of shares which do not form part of a collective
depot or the giro depot shall at the same time state the numbers of the
share certificates and/or of the bookings for the shares held by them and
holders of shares who are entitled as a participant to a collective depot
shall deliver a written statement from the affiliated institution
confirming that the number of shares mentioned in the statement forms part
of a collective depot and that the person mentioned in the statement is a
participant for the portion of the issued share capital or the market value
mentioned in the statement on the day on which proposals are lodged in
writing with the Board of Directors, or by other means to the satisfaction
of the Board of Directors. The provisions of the preceding sentence shall
correspondingly apply to depositary receipts for shares and to holders of
depositary receipts for shares.
Admittance to a General Meeting.
Article 29.
29.1.Without prejudice to the provisions of Article 8 hereof, any person who at
the date of a General Meeting is a shareholder or a holder of a depositary
receipt for a share and in respect of whom the requirements set out in
paragraph 3 or in paragraph 4 hereof have been met shall be entitled either
in person or by proxy appointed in writing:
a. to attend and speak at such meeting;
b. to the extent a voting right in respect of the share accrues to him by
virtue of the law: to exercise such voting right at the General
Meeting.
The Board of Directors may resolve that each person authorised to
attend a General Meeting may, either in person or by written proxy, by
electronic means of communication directly take note of the business
transacted at a General Meeting. The Board of Directors may resolve
that each person authorised to attend and to vote at a General Meeting
may, either in person or by written proxy, vote at that meeting by
electronic means of communication. For that purpose it must be secured
that such person can be identified through the electronic means of
communication, that such person can directly take note of the business
transacted at the General Meeting concerned and that such person can
exercise his voting rights. The Board of Directors may attach
conditions to the use of the electronic means of communication, which
conditions shall be announced at the convocation of the General
Meeting and shall be posted on the Company's website.
29.2.Besides the persons mentioned in paragraph 1 hereof, only members of the
Board of Directors and the Secretaries and persons whom the meeting or its
chairman may admit shall be entitled to attend the meeting, as well as - in
the General Meeting that resolves on adoption of the Annual Accounts - the
auditor to whom the instruction is given to render a statement with respect
to the Company's financial accounting documents.
29.3.Shareholders intending to attend the General Meeting shall:
a. in order to be able to exercise the powers mentioned in paragraph 1
hereof in respect of a share which does not form part of a collective
depot or the giro depot - notify the Company in writing of their
intention by the time and at the place mentioned in the notice, either
stating the number of the share certificate or of the booking for the
said share, or using a form to be furnished for this purpose by or on
behalf of the Company, or in such other manner as mentioned in the
notice;
b. in order to be able to exercise the powers mentioned in paragraph 1
hereof as participant in a collective depot: deliver at the office of
the Company or at such other place as mentioned in the notice of
meeting either a written statement by an affiliated institution
confirming that the number of shares mentioned in the statement forms
part of a collective depot and that the person mentioned in the
statement is a participant for the number of shares mentioned and
shall remain a participant until the meeting has ended or give notice
in such other manner as the Board of Directors may determine.
The time mentioned in (a) and (b) above shall not be later than the
third day prior to the date of the meeting nor earlier than the day
prior to the date of the meeting determined by the Board of Directors
with due observance of the statutory provisions.
29.4.The Board of Directors may determine that persons authorised to attend a
General Meeting or persons authorised to attend and to vote at a General
Meeting shall be those persons who as such have been registered in one or
more register or registers designated for that purpose by the Board of
Directors at a time designated for that purpose by the Board of Directors,
irrespective of whom at the time of the General Meeting would have been a
person authorised to attend a General Meeting or a person authorised to
attend and to vote at a General Meeting if a registration date referred to
in this paragraph would not have been established. The convocation to
attend a General Meeting shall mention the registration time as well as the
manner in which persons authorised to attend a General Meeting and persons
authorised to attend and to vote at a General Meeting can register
themselves and exercise their rights. The registration date may not be
fixed earlier than the thirtieth day before the date of the General Meeting
and not later than the date determined by the Board of Directors as
referred to in paragraph 3.
29.5.In the event that the powers mentioned in paragraph 1 will be exercised by
a proxy authorised in writing, then in addition to the notification - if
and when it applies with due observance of the provisions of paragraph 4
hereof - the proxy must have been received by the Company by not later than
the date determined by the Board of Directors as referred to in paragraph
3. A proxy may exercise the powers mentioned in paragraph 1 hereof only (i)
for shares in respect whereof the numbers of the share certificates or of
the bookings are specified in the instrument of proxy, unless his
instrument of proxy is on a form furnished for this purpose by or on behalf
of the Company and (ii) for the number of shares that is mentioned in the
notification made in accordance with paragraph 3 under b. The requirement
that a power of attorney (proxy) must be in writing is satisfied when the
power of attorney is recorded electronically.
29.6.The provisions of paragraphs 3 and 5 hereof shall apply correspondingly to
depositary receipts for shares and to the holders of such depositary
receipts for shares.
Number of votes.
Article 30.
The person who is authorised by virtue of these Articles of Association to
exercise the voting right attaching to one or more shares at the General Meeting
may cast as many votes in respect of his shares as the number of complete times
the nominal value of the smallest share is comprised in the total nominal amount
of his shares.
Chairman, minutes.
Article 31.
31.1.The Chairman of the Board of Directors shall preside at General Meetings.
If no Chairman of the Board of Directors has been appointed and also if the
Chairman is absent or unwilling to take the chair, the General Meeting
shall, subject to the provisions of Article 21, paragraph 2 hereof in
respect of a Vice-Chairman, be presided over by such other member of the
Board of Directors or such other person, whether a shareholder or not, as
the Board of Directors may determine. If at a meeting no person is present
who can act as the Chairman of that meeting in accordance or pursuant to
these Articles of Association, then one of the shareholders present shall
be charged by the meeting to take the chair of that meeting.
31.2.The minutes of the General Meeting - unless the business transacted
thereat is recorded by a notary - shall be taken by a person to be
designated for this purpose by the Board of Directors. The minutes shall
include the full text of the resolutions adopted by the General Meeting
and, at the request of a person who was entitled to address the meeting,
the concise content of what he said, and further all that which the
Chairman of the meeting may deem necessary. The minutes shall be finally
settled and signed by the Chairman of the meeting and by the person
referred to in the first sentence of this paragraph.
Resolutions.
Article 32.
32.1.All resolutions by a General Meeting shall, except where the law or these
Articles of Association otherwise provide, be passed by an absolute
majority of the votes cast. Withheld or invalid votes shall not count.
32.2.The Chairman of the meeting determines the method of voting.
32.3.In the event of an equality of votes concerning persons, lots shall be
drawn; in the case of other matters than persons the resolution shall be
deemed to have been rejected.
32.4.To the extent that the Board of Directors makes use of the provisions of
Article 29, paragraph 4 with respect to a registration date the Board of
Directors may resolve that persons authorised to attend and to vote at a
General Meeting may, within a period prior to the General Meeting to be set
by the Board of Directors, which period cannot begin prior to the
registration date as meant in Article 29, paragraph 4, cast their votes
electronically in a manner to be resolved by the Board of Directors. Votes
cast in accordance with the previous sentence are equal to votes cast at
the General Meeting.
Notices, notifications and announcements.
Article 33.
All notices by the Company shall be published in at least two Dutch daily
newspapers to be selected by the Board of Directors. The Board of Directors may,
subject to the regulations of stock exchanges where shares in the Company are
listed, resolve that the publications as referred to in the previous sentence
are replaced by an announcement on the Company's website, which announcement
must be permanently and directly accessible until the General Meeting. Other
notifications and announcements by the Company shall be made in the manner
determined by the Board of Directors.
The provisions of this article shall apply save in so far as otherwise provided
in these Articles of Association and without prejudice to any additional, legal
or regulatory publication requirements.
Annual General Meeting.
Article 34.
34.1.The General Meetings shall be distinguished between Annual General
Meetings and extraordinary General Meetings and shall be convened by the
Board of Directors.
34.2.The Annual General Meeting shall be held not later than the month of June.
34.3.The agenda for the Annual General Meeting shall in any case include the
following items:
a. consideration of the Annual Report submitted by the Board of Directors
including a separate chapter as meant in the code referred to in
section 2:391, paragraph 5 of the Civil Code;
b. adoption of the Annual Accounts drawn up by the Board of Directors,
which Annual Accounts include the appropriation of the profit realised
in the preceding financial year, subject to the provisions of Article
38 hereof;
c. the granting of discharge to the Executive Directors for the
fulfilment of their task in the preceding financial year;
d. the granting of discharge to the Non-Executive Directors for the
fulfilment of their task in the preceding financial year;
e. appointment of Executive Directors and Non-Executive Directors;
f. appointment of one or more experts charged with the auditing of the
Annual Accounts for the current year or charged with rendering a
statement with respect to the Company's financial accounting
documents;
g. consideration of the other items on the agenda referred to in Article
28 hereof.
Extraordinary General Meetings.
Article 35.
Extraordinary General Meetings shall be held whenever the Board of Directors so
decides or at the request by one or more shareholders and holders of depositary
receipts for shares together representing at least one-tenth of the issued
capital who make a request to that effect in writing to the Board of Directors,
specifying the resolutions which they wish to be considered. The provisions of
the second sentence of Article 28, paragraph 5 shall hereby apply
correspondingly.
Meetings of holders of ordinary shares numbered 1 to 2,400 inclusive.
Article 36.
The following special arrangements shall apply to meetings of the holders of the
ordinary shares of four hundred and twenty-eight euro and fifty-seven eurocent
(EUR 428.57) each numbered 1 to 2,400 inclusive:
a. meetings of the holders of these shares may be convened by notice sent out
at least seven days - in cases of urgency five days - prior to the date of
the meeting;
b. such meetings shall be held at the place mentioned in the convocation and
shall themselves provide for their conduct and for the taking of minutes of
the business transacted thereat;
c. the agenda of the business to be dealt with at such meetings need not be
included in the notice, nor have been made available for inspection in the
manner provided in Article 28, paragraph 4, hereof;
d. such meetings may also be called by any holder of one or more such shares;
e. if all the holders of such shares are present or represented thereat such
meeting, even in case it has not been convened in accordance with the
relative provisions of these Articles of Association, shall, with the
approval of all present, be deemed to have been validly convened.
Section VIII
Financial year, Annual Accounts.
Article 37.
37.1.The financial year of the Company is the calendar year.
37.2.If by virtue of the agreement referred to in Article 2 hereof any claim
against or liability towards Unilever PLC arises for the Company as a
result of the declaration of the dividends to be distributed for the
financial year by the Company and by Unilever PLC, such claim or liability
shall be credited or debited as the case may be to the Company's Profit and
Loss Account for that financial year.
37.3.The Company shall make the Annual Accounts, the Annual Report, the
declaration issued by the auditor as well as the other financial accounting
documents that the Company must make available pursuant to statutory
regulations, available within the periods prescribed by the law and in the
manner prescribed by the law.
37.4.Adoption of the Annual Accounts shall be made by the General Meeting.
Allocation of profits.
Article 38.
38.1.The profit shown by the adopted Annual Accounts for the preceding financial
year shall, after the reserves which have to be kept by virtue of the law
or the agreement referred to in Article 2 hereof have where necessary been
provided therefrom and losses not yet covered from previous years have been
made good and after the reserves deemed necessary by the Board of Directors
have been provided, be applied as follows.
38.2.Firstly, to the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs
shall be paid a dividend of seven per cent, six per cent and four per cent,
respectively calculated on the basis of the original nominal value of their
shares in Dutch guilder, being a nominal value of one thousand Dutch
guilder (NLG 1,000) for the 7% cumprefs, a nominal value of one thousand
Dutch guilder (NLG 1,000) for the 6% cumprefs and a nominal value of one
hundred Dutch guilder (NLG 100) for the 4% cumprefs. For the purposes of
this calculation, the nominal value originally in Dutch guilder will be
converted into euro at the official conversion rate.
38.3.If the amount of the profit remaining after application of paragraph 1
hereof is not sufficient to implement in full the provisions of paragraph 2
hereof, such amount shall be distributed among the holders of the 7%
cumprefs, 6% cumprefs and 4% cumprefs in such manner that the percentages
of dividend payable on the 7% cumprefs, 6% cumprefs and 4% cumprefs shall
be in the ratio of seven to six to four.
38.4.In the event mentioned in paragraph 3 hereof, the deficit shall be made
good in subsequent years, provided always that the profits of subsequent
years remaining after implementation of the provisions of paragraphs 1 and
2 hereof in respect of such profits shall first be applied in making good
the arrears in the dividends for previous years so that, if insufficient
profit remains to make good these arrears, the percentages of dividend paid
in order to make good the arrears of dividend on the 7% cumprefs, 6%
cumprefs and 4% cumprefs shall be in the ratio of seven to six to four.
38.5.The profits remaining after the provisions of the preceding paragraphs
have been applied shall be distributed to the holders of the ordinary
shares in proportion to the nominal value of their respective holdings of
ordinary shares.
Interim distributions.
Article 39.
The Board of Directors may resolve to make an interim distribution on shares in
so far as an interim statement of assets and liabilities shows that the
Company's capital and reserves are higher than the sum of the paid-up and called
capital plus the reserves which have to be kept by virtue of the law or these
Articles of Association.
Distribution in the form of shares.
Article 40.
Resolutions to make a distribution in whole or in part by issuing shares in the
capital of the Company may be passed only by the corporate body authorised to
resolve on the distribution, without prejudice to the powers that might be
vested in another corporate body with regard to the issue of shares not yet
issued.
Payment of distributions.
Article 41.
41.1.The Board of Directors shall determine the place or places where a
distribution is obtainable. At least one place in the Netherlands shall be
designated for this purpose for all classes of shares, except for shares
for which a share certificate has been issued.
41.2.If, as regards the latter shares, a cash dividend is made obtainable only
outside the Netherlands, the payment shall be made on these shares in the
currency of the country concerned calculated at the Euro foreign exchange
reference rates as published by the European Central Bank or at another
rate of exchange to be determined by the Board of Directors in the event
that such rate of exchange is not available at the date on which such
distribution is resolved upon. If and to the extent that on the first day
on which the distribution is obtainable the Company, in consequence of
Government action, war or other exceptional circumstances beyond its
control, is unable to make payment at the place designated outside the
Netherlands or in the foreign currency, the Board of Directors may to that
extent designate one or more places in the Netherlands instead, in which
event the provisions of the preceding sentence hereof shall to that extent
no longer apply.
41.3.The Board of Directors shall determine the date from which a distribution
is obtainable. Different dates may be set in respect of the ordinary shares
or the various classes of preference shares and in respect of registered
shares for which share certificates are outstanding, shares for which
bookings as referred to in Article 11 hereof have been recorded in the
share register or shares which form part of a collective depot or the giro
depot.
41.4.In respect of a distribution on a share, for which a share certificate is
outstanding or for which a booking as mentioned in Article 11 hereof has
been recorded in the share register, the Company shall be released as
against the person entitled thereto by placing whatsoever is obtainable at
the disposal of or dealing therewith as instructed by the person in whose
name the share is recorded at the time fixed for such purpose by the Board
of Directors. Different times may be fixed for the two categories mentioned
in this paragraph.
41.5.Any resolution to make a distribution, and the places and times mentioned
in this Article shall be made known in such manner as the Board of
Directors may consider appropriate.
41.6.In the event of any right being granted to shareholders, not consisting of
a distribution out of profits or out of the liquidation balance and not
included among the powers described in Article 29 hereof, the provisions of
the foregoing paragraphs hereof shall apply thereto correspondingly.
Loss of rights.
Article 42.
42.1.The right to a cash distribution shall lapse and the amount concerned be
credited to the Company's Profit and Loss Account if such amount has not
been collected five years after the first day on which it was obtainable.
42.2.If a distribution is made by issuing ordinary shares in the Company's
capital, any shares not claimed by the person entitled thereto five years
after the first day on which they were obtainable may be converted into
money by the Company on his account. The right to the proceeds shall lapse
and such proceeds be credited to the Company's Profit and Loss Account if
they have not been collected by the person entitled thereto twenty years
after the first day on which the shares were obtainable.
Section IX
Alteration of the Articles of Association and winding up.
Article 43.
43.1.Without prejudice to the provisions of Article 44 hereof, resolutions by
the General Meeting to alter these Articles of Association shall be valid
only if proposed by the Board of Directors.
A proposal of the Board of Directors to alter Article 19 paragraphs 5 and 6
requires the prior approval of the meeting of the holders of the ordinary
shares numbered 1 to 2,400 inclusive.
43.2.Resolutions to alter these Articles of Association which would prejudice
the rights of the holders of the 7% cumprefs, 6% cumprefs or 4% cumprefs
under these Articles of Association shall require the approval of the
meeting of the holders of the preference shares concerned given by at least
three-fourths of the votes cast at such meeting.
43.3.The provisions of paragraph 2 hereof shall not apply to a resolution to
alter these Articles of Association relating to a reduction of the
Company's issued capital in the event of the repayment of the 4% cumprefs
as provided in Article 5 hereof.
Alteration of the agreement referred to in Article 2.
Article 44.
44.1.Resolutions to alter or terminate the agreement referred to in Article 2
hereof shall be valid only if passed by the General Meeting upon a proposal
by the Board of Directors. Such resolutions shall require the approval of
the holders of ordinary shares, given by majority vote at a meeting of such
holders at which at least one-half of the total issued ordinary capital of
the Company is represented. If the resolution proposed relates to an
alteration of the said agreement which would prejudice the interests of the
holders of preference shares under the said agreement, or to the
termination of the agreement, then such resolution shall also require the
approval of the holders of preference shares given by at least
three-fourths of the votes cast at a meeting of such holders at which not
less than two-thirds of the total issued preference capital of the Company
is represented.
44.2.If at any meeting as referred to in paragraph 1 hereof the capital
prescribed therein should not be represented, a new meeting shall be
convened, to be held within three months thereafter. The provisions of
paragraph 1 hereof shall apply correspondingly to this new meeting, except
that such new meeting may give the approval referred to therein regardless
of the capital represented thereat.
Dissolution.
Article 45.
45.1.The resolution to dissolve the Company shall be valid only if proposed by
the Board of Directors and if carried at the General Meeting by at least
three-fourths of the votes cast thereat.
45.2.On the dissolution of the Company, the liquidation shall be carried out by
the Board of Directors, unless otherwise resolved by the General Meeting.
45.3.The provisions of these Articles of Association shall continue in force as
far as possible during the liquidation.
45.4.The resolution to dissolve the Company shall also set the remuneration of
the liquidators.
45.5.The liquidation balance after payment of all liabilities and charges shall,
subject to the relevant statutory regulations, be applied in the first
place in paying off the 7% cumprefs, 6% cumprefs and 4% cumprefs both as to
capital and arrears of dividend. Capital as meant in the preceding sentence
is defined as the original nominal value mentioned in Article 38, paragraph
2 converted into euro at the official conversion rate.
45.6.If the liquidation balance does not permit of such payment, the balance
available shall be applied in the first place in making good any arrears of
dividend on the 7% cumprefs, 6% cumprefs and 4% cumprefs and, if
insufficient for making good such arrears, it shall be applied as provided
in Article 38, paragraph 4, hereof. Any balance remaining thereafter shall
be distributed among the holders of the 7% cumprefs, 6% cumprefs and 4%
cumprefs pro rata to the original nominal value mentioned in Article 38,
paragraph 2 converted into euro at the official conversion rate.
45.7.Whatever remains after the provisions of paragraphs 5 and 6 have been
applied shall be distributed to the holders of the ordinary shares in
proportion to their respective holdings of ordinary shares.
Section X
Transitional provisions.
Article 46.
46.1.In connection with the alteration of the Articles of Association which took
effect on the tenth day of May one thousand nine hundred and ninety-nine,
the ordinary shares with a nominal value of one Dutch guilder (NLG 1) as
then stated in the Articles of Association held by each shareholder have
been converted into such number of ordinary shares with a nominal value of
one Dutch guilder and twelve cents (NLG 1.12) as then stated in the
Articles of Association, as results from multiplying the total number of
ordinary shares of one Dutch guilder (NLG 1) as stated in the Articles of
Association prior to such alteration of the Articles of Association held by
such shareholder with one hundred/one hundred twelfth. A possible fraction
of one ordinary share of one Dutch guilder and twelve cents (NLG 1.12) as
then stated in the Articles of Association resulting from this
multiplication has been converted into one or more subshares of ordinary
shares of one Dutch guilder and twelve cents (NLG 1.12) as then stated in
the Articles of Association, hereafter called "Scrips", of one cent
(NLG 0.01) as then stated in the Articles of Association, with if necessary
a rounding upward to a full Scrip.
In connection with an alteration of the Articles of Association which has
become effective on the twenty-second day of May two thousand and six, a
Scrip shall be deemed to be a subshare entitled to three/one hundred and
twelfth (3/112) part of one (1) ordinary share with a nominal value of
sixteen eurocent (EUR 0.16) each.
46.2.As long as Scrips are outstanding as a consequence of conversion of
ordinary shares as provided in this Article, the following provisions
apply.
46.3.The Scrips are to bearer. Only bearer certificates will be issued for the
Scrips, together with a dividend sheet, not consisting of separate dividend
coupons.
46.4.Notwithstanding the provisions of paragraph 3 , the provisions of Title 4
of Book 2 of the Dutch Civil Code on shares and shareholders apply
accordingly to Scrips and holders of Scrips, to the extent not stipulated
otherwise in those provisions.
46.5.The provisions of these Articles of Association on ordinary shares
respectively on holders of such shares apply accordingly to Scrips and
holders of Scrips, to the extent those provisions and the paragraphs 6, 7
and 8 hereafter do not stipulate otherwise.
46.6.The holder of a Scrip can not elect to register the Scrip in his name. The
Board of Directors may determine that a Scrip, whether or not temporarily,
shall be in registered form.
46.7.Every holder of a Scrip is entitled to three/one hundred and twelfth
(3/112) of the (interim) dividend and any other distribution to which the
holder of an ordinary share is entitled.
46.8.In the event the holder of a Scrip acquires such number of Scrips that he
holds in total one hundred and twelve (112) or more Scrips, then, in
deviation from what has been provided in Article 7, paragraph 6, each time
one hundred and twelve (112) Scrips held by him are automatically converted
in three ordinary shares with a nominal value of sixteen eurocent
(EUR 0.16) each, for which the Company shall enter the holder of these
shares in the share register, unless that shareholder elects for a direct
transfer for incorporation in a collective depot. Certificates to bearer of
Scrips which will then be converted have to be delivered to the Company.
The Company may charge costs for conversion.
Article 47.
47.1.The share certificates issued before the tenth day of May one thousand nine
hundred and ninety-nine according to Model B for ordinary shares with a
nominal value of one Dutch guilder (NLG 1) as then stated in the Articles
of Association had to be exchanged after the alteration to the Articles of
Association which took effect on the tenth day of May one thousand nine
hundred and ninety-nine by the relevant shareholder for share certificates
according to Model B of ordinary shares with a nominal value of one Dutch
guilder and twelve cents (NLG 1.12) as stated in the Articles of
Association following such alteration of the Articles of Association by
applying the calculation set forth in Article 46, paragraph 1. In
connection with the split of one ordinary share into three ordinary shares
of nominal value sixteen eurocent (EUR 0.16) each, the share certificates
according to Model B which have not been exchanged on the twenty-second day
of May two thousand and six are since that date deemed to be share
certificates according to Model B with a nominal value of sixteen eurocent
(EUR 0.16). The Company may charge costs for such exchange.
47.2.Contrary to the provision of paragraph 1 of this Article, every registered
share certificate in respect of an ordinary share which is co-signed by the
financial institution at that time designated and which is issued in
pursuance of a version of these Articles of Association in force prior to
the tenth day of May one thousand nine hundred and ninety-nine, will have
to be returned to a financial institution designated by the Company, in
exchange for which the shareholders will be directly registered in the New
York share register of the Company maintained by the financial institution
designated by the Company. Certificates of shares will only be issued to
these shareholders at their request and the Company may charge costs for
such issuing of certificates. In order to exercise rights attached to the
registered shares in respect of which certificates have been issued which
are co-signed by the financial institution at that time designated, after
the thirtieth day of July one thousand nine hundred and ninety-nine, the
holders of such shares will have to have exchanged these certificates for a
direct registration in the New York share register of the Company
maintained by the financial institution designated by the Company.
47.3.Every booking before the tenth day of May one thousand nine hundred and
ninety-nine in the share register of ordinary shares of one Dutch guilder
(NLG 1) will be deemed to be a registration of such number of ordinary
shares with a nominal value of sixteen eurocent (EUR 0.16) as results from
applying the calculation described in Article 46, paragraph 1. Scrips are
not registered in the share register, unless the Board of Directors has
determined that a Scrip, whether or not temporarily, shall be in registered
form or that the provisions of Article 46, paragraph 8 are applicable.
47.4.Reference is made to the following transitional provision which forms part
of the Articles of Association as from the thirteenth day of October
nineteen hundred and ninety-seven: "In order to exercise rights attached to
ordinary shares of four Dutch guilders each outstanding on the thirteenth
day of October one thousand nine hundred and ninety-seven and in respect of
which type A certificates have been issued, after the first day of March
one thousand nine hundred and ninety-eight, the holders of such shares will
have to have exchanged the type A share certificates into type B share
certificates in respect of ordinary shares of one Dutch guilder (NLG 1)."
Article 48.
As a consequence of an alteration of the Articles of Association on the
twenty-second day of May two thousand and six each ordinary share with a nominal
value of forty-eight eurocent (EUR 0.48) is split into three ordinary shares
with a nominal value of sixteen eurocent (EUR 0.16) each. Dematerialisation and
split.
Article 49.
49.1.In connection with an alteration of the Articles of Association of the
twenty-second day of May two thousand and six all shares, that is both the
ordinary shares and the preference shares, shall be in registered form,
notwithstanding the provisions of Article 46, paragraph 3. Shareholders,
holders of a right of usufruct and holders of a right of pledge can no
longer exercise the rights attached to their shares (or have their rights
exercised), as long as they (a) have not been entered into the share
register or (b) have not delivered their shares for incorporation in a
collective depot to an affiliated institution, all of this subject to the
provisions of Article 46, paragraph 3.
49.2.An entry in the share register and a delivery as meant in the preceding
paragraph hereof can only take place against delivery of the relevant share
certificates to the Company. After expiry of the financial year two
thousand and six the Company may charge the cost for the registration in
the share register as meant in this Article.
49.3.Share certificates for registered shares expressed in Dutch guilder must,
unless Article 50 applies, be delivered to the Company and at the request
of the shareholder concerned for these share certificates either, with due
observance of Article 9, paragraph 1, share certificates can be issued with
the appropriate nominal value expressed in euro or - if possible - a
transfer shall take place for incorporation in a collective depot to an
affiliated institution.
Registered share certificates.
Article 50.
Registered share certificates of type I and registered shares certificates for
the ordinary shares of four hundred and twenty-eight euro and fifty-seven
eurocent (EUR 428.57) each, numbered 1 to 2,400 inclusive, in existence before
the coming into effect of the alteration of the Articles of Association of the
sixteenth day of May two thousand and seven lapse and cease to be valid per that
date, such in deviation from Article 9, paragraph 6.
Registered share certificates of type II in existence before the coming into
effect of the alteration of the Articles of Association of the sixteenth day of
May two thousand and seven are in these Articles of Association referred to as
of that date as: share certificates.
The required ministerial declaration of no-objection was granted on the twelfth
day of April two thousand and seven, number N.V. 37.326.
The ministerial declaration of no-objection and a document in evidence of the
resolutions, referred to in the head of this deed, are attached to this deed.
In witness whereof the original of this deed which will be retained by me,
notaris, is executed in Amsterdam, on the date first mentioned in the head of
this deed.
Having conveyed the substance of the deed and given an explanation thereto and
following the statement of the person appearing that he has taken note of the
contents of the deed and agrees with the partial reading thereof, this deed is
signed, immediately after reading those parts of the deed which the law requires
to be read, by the person appearing, who is known to me, notaris, and by myself,
notaris.