Unilever PLC 6-K, filed Mar 22, 2022
Unilever PLC (UL)
6-K
2022-03-22
For: 2021-12-31
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April 09, 2026
About this 6-K
Unilever PLC filed this 6-K on March 22, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 6-K
_________________________________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2022
Commission File
Number: 001-04546
______________________________________________________
UNILEVER PLC
(Translation of registrant’s name into English)
_____________________________________________________
UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(Address of principal executive office)
_____________________________________________________
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F ☒ 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): ☐
CAUTIONARY STATEMENT
This announcement may contain forward-looking statements, including 'forward-looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks', 'believes', 'vision', or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Unilever Group's (the 'Group') emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith). These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever's global brands not meeting consumer preferences; Unilever's ability to innovate and remain competitive;
Unilever's investment choices in its portfolio management; the effect of climate change on Unilever's business; Unilever's ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. A number of these risks have increased as a result of the current Covid-19 pandemic.
These forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2021 and the Unilever Annual Report and
Accounts 2021.
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 PLC | ||
| /S/ R SOTAMAA | ||
| By R SOTAMAA | ||
| CHIEF LEGAL OFFICER AND GROUP SECRETARY | ||
Date 22 March 2022
TABLE OF CONTENTS EXHIBIT INDEX
Exhibit 99
This Report on Form 6-K contains the following:
| Exhibit | 99.1 | |||||||
| Exhibit | 99.2 | |||||||
Chairman’s letter and Notice of Meeting Annual General Meeting London 4 May 2022 Making Sustainable Living Commonplace
This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser under the Financial Services and Markets Act 2000 as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares. Dear Shareholder, I write to provide you with notice of the annual general meeting of Unilever PLC (the ‘AGM’) to be held at 2.30pm BST on Wednesday 4 May 2022 at the Queen Elizabeth II Centre in Westminster, London SW1P 3EE. At the AGM, Alan Jope, the Chief Executive Officer, will update you on the progress of the business in 2021. Following this presentation, we will have a Q&A session before we conduct the formal business of the Meeting. Both Laura Cha and John Rishton will be retiring at the conclusion of this year’s AGM upon reaching a tenure of nine years. On behalf of the Board, I would like to thank them both for their outstanding and valued contribution to Unilever. In anticipation of these retirements, we felt it prudent to appoint two Non-Executive Directors in 2021 and were delighted that both Adrian Hennah and Ruby Lu agreed to join the Board on 1 November 2021. We are therefore asking you to elect Adrian Hennah and Ruby Lu for the first time at this AGM. All other current Directors, with the exception of Laura Cha and John Rishton, are offering themselves for re-election at the AGM. The resolutions cover ordinary course business for an AGM. Resolutions 1 to 13 cover consideration of the Annual Report and Accounts 2021, approval of the Directors’ Remuneration Report 2021 and the re- election and election of directors. Resolutions 14 to 21 are similar to those which shareholders have passed in previous years, covering issues such as authorities for the allotment and repurchase of shares and the re-appointment of the auditor. Full explanations of all proposed resolutions are set out in the Explanatory Notes to the Resolutions. Your Board believes that all the resolutions set out in the Notice of Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do themselves in respect of their own shares in the Company. Unilever PLC Registered in England and Wales No 41424. Registered office: Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom Unilever House, 100 Victoria Embankment, London EC4Y 0DY Telephone 020 7822 5252 22 March 2022 Nils Andersen Chairman
Unilever understands that certain of our shareholders may be unable to attend the AGM in person. We will therefore be streaming a live webcast of the AGM (including the Q&A session) and details on how shareholders can access this webcast are provided on pages 9 and 10. Shareholders are encouraged to submit questions for the Q&A session in advance by emailing shareholder.services@unilever.com before 1.00pm BST on 29 April 2022. After responding to these pre-submitted questions, shareholders who attend the AGM in person will be able to ask questions. Of course, you are also invited to write to me at any time should you wish. Alternatively, you may be able to find the answer to your question on our website at www.unilever.com. Any updates relating to the AGM will be included on Unilever’s website (www.unilever.com/agm). Enclosed with this letter you will find the formal Notice of Meeting being convened, together with the Explanatory Notes to the business of the meeting. Our 2021 year-end documents are available on our website at www.unilever.com/ara. You can register your proxy vote either using our electronic voting facility via www.unilever.com/agm or by completing and returning the proxy form, in accordance with the instructions set out on the back of your proxy form. Institutional investors are able to cast their votes using CREST electronic proxy voting. Holders of shares in the Company held through Euroclear Nederland who wish to participate in the voting process can render their voting instructions electronically via www.abnamro.com/evoting. As usual at the AGM, all resolutions will be put to a poll. This will ensure an exact and definitive result. The results of the AGM will be announced on the Unilever website www.unilever.com/agm as soon as possible after being released to the London Stock Exchange. All your votes are important to us and I would urge you to complete and return your votes by proxy in good time, and in any event no later than 2.30pm BST on 2 May 2022. Shareholders will have received the Unilever Annual Report and Accounts 2021, or will have been notified of its availability on our website at www.unilever.com/ara. Unilever PLC is encouraging all shareholders to receive shareholder communication and payments electronically as part of a commitment to reducing its environmental footprint. If you do not already do so, you can register to receive future shareholder communications via email by logging onto www.investorcentre.co.uk/ecomms. Yours sincerely, Nils Andersen Chairman Unilever Chairman’s Letter and Notice of Meeting 2022 2
Notice is hereby given that the Annual General Meeting of Unilever PLC (the ‘Company’) will be held at the Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30pm BST on Wednesday 4 May 2022 to transact the following business: To consider and, if thought fit, pass resolutions 1 to 17 (inclusive) as ordinary resolutions: 1. To receive and consider the Accounts and Balance Sheet for the year ended 31 December 2021, together with the Directors’ Report, the Auditor’s Report and the Strategic Report. 2. To consider and, if thought fit, approve the Directors’ Remuneration Report which is set out on pages 84 to 104 of the Unilever Annual Report and Accounts 2021. 3. To re-elect Mr N Andersen as a Non-Executive Director. 4. To re-elect Dr J Hartmann as a Non-Executive Director. 5. To re-elect Mr A Jope as an Executive Director. 6. To re-elect Ms A Jung as a Non-Executive Director. 7. To re-elect Ms S Kilsby as a Non-Executive Director. 8. To re-elect Mr S Masiyiwa as a Non-Executive Director. 9. To re-elect Professor Y Moon as a Non-Executive Director. 10. To re-elect Mr G Pitkethly as an Executive Director. 11. To re-elect Mr F Sijbesma as a Non-Executive Director. 12. To elect Mr A Hennah as a Non-Executive Director. 13. To elect Mrs R Lu as a Non-Executive Director. 14. To reappoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which Accounts are laid before the members. 15. To authorise the Directors to fix the remuneration of the Auditor. 16. THAT in accordance with Section 366 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to: a make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political parties to which Part 14 of the Companies Act 2006 applies and independent election candidates to whom Part 14 of the Companies Act 2006 applies, not exceeding £100,000 in aggregate in any financial year; b make political donations (as such term is defined in Section 364 of the Companies Act 2006) to political organisations to which Part 14 of the Companies Act 2006 applies other than to political parties (to which Part 14 of the Companies Act 2006 applies) not exceeding £100,000 in aggregate in any financial year; and c to incur political expenditure (as such term is defined in Section 365 of the Companies Act 2006) not exceeding £100,000 in aggregate in any financial year, in each case during the period beginning with the date of passing this resolution and ending at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2023 provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total. 17. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £26,559,400, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2023, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired. To consider and, if thought fit, pass resolutions 18 to 21 (inclusive) as special resolutions: 18. THAT, subject to the passing of resolution 17 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case: a in connection with a pre-emptive offer; and b otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £3,984,879; as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment; provided that this authority shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or agreement as if the authority had not expired. For the purposes of this resolution: I. ‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the Directors to: i holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and ii other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; II. references to an allotment of equity securities shall include a sale of treasury shares; and III. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. Unilever PLC Notice of Meeting 2022 Unilever Chairman’s Letter and Notice of Meeting 20223
19. THAT, subject to the passing of resolution 17 above and in addition to any authority granted under resolution 18 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be: a limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £3,984,879; and b used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind described in the Explanatory Notes, provided that this authority shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2023, save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired. For the purposes of this resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. 20. THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 31/9p each in the capital of the Company, subject to the following conditions: a the maximum number of shares which may be hereby purchased is 256,262,000 ordinary shares; b the minimum price, exclusive of expenses, which may be paid for each ordinary share is 31/9p; and c the maximum price, exclusive of expenses, which may be paid for each ordinary share is not more than the higher of: (i) 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The authority conferred by this resolution shall expire at the earlier of the conclusion of next year’s Annual General Meeting or at close of business on 30 June 2023, save that the Company may before such expiry enter into any contract under which a purchase of ordinary shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired. 21. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice. By order of the Board R.L.L. Sotamaa, Group Secretary 22 March 2022 Unilever PLC Notice of Meeting 2022 continued Unilever Chairman’s Letter and Notice of Meeting 2022 4
Resolution 1 Report and Accounts for the year ended 31 December 2021 The Directors must lay the Company’s Accounts, the Directors’ Report, the Auditor’s Report and the Strategic Report before the shareholders at a general meeting. This is a legal requirement after the Directors have approved the Accounts, the Directors’ Report and the Strategic Report, and the Auditor has prepared its Report. Resolution 2 Directors’ Remuneration Report Resolution 2 is an advisory vote to approve the Directors’ Remuneration Report for the year ended 31 December 2021, which is set out on pages 84 to 104 of the Unilever Annual Report and Accounts 2021. The Directors’ Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and approved by the Directors. Shareholders must, under Section 439 of the Companies Act 2006, be given the opportunity to approve the Directors’ Remuneration Report. In accordance with these requirements, this is an advisory vote. Resolutions 3 to 13 Re-election and election of Executive and Non-Executive Directors All Executive Directors and Non-Executive Directors retire each year with such retirement to become effective at the conclusion of the Annual General Meeting of the Company. In deciding whether to nominate a Director, the Board takes into consideration the outcomes of the Chairman’s discussions with each Director on individual performance, the evaluation of the Board and its Committees and the continued good performance of individual Directors. Non-Executive Directors normally serve for a period of up to nine years. The evaluation of the Board conducted in respect of 2021 considered that all Directors being proposed for re-election or election were effective in their roles and were committed to making available the appropriate time for Board meetings and other duties. Each Director also continues to demonstrate his/her broad and relevant experience, commitment to his/ her role and international outlook. Further information about the evaluation can be found on pages 5 and 69 of the Unilever Annual Report and Accounts 2021. An overview of the skills and experience of the Non-Executive Directors and the biographical details of each Director proposed for re-election and election can be found on pages 72 and 73 of the Unilever Annual Report and Accounts 2021. Therefore, the Board of Directors, following the recommendations made by the Nominating and Corporate Governance Committee, proposes to re-elect and elect the nominated Executive and Non-Executive Directors. Resolution 14 Reappointment of Auditor At each meeting at which Accounts are laid before the members, the Company is required to appoint an Auditor or Auditors to serve until the next such meeting. Resolution 15 Remuneration of Auditor This resolution gives authority to the Directors to determine the Auditor’s remuneration, which is then disclosed in the next set of Accounts of the Company. Resolution 16 Political donations and expenditure Part 14 of the Companies Act 2006 imposes restrictions on companies making political donations to: (a) political parties; (b) other political organisations; and (c) independent election candidates and on incurring political expenditure (in each case, as defined in the Companies Act 2006) without shareholders’ consent. It is the policy of the Company not to make such political donations or to incur political expenditure (within the ordinary meaning of those words) and the Directors have no intention of changing that policy. However, as the definitions used in the Companies Act 2006 are broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. On that basis, the authority is being sought purely as a precaution. Resolution 17 Directors’ authorities to allot shares Renewal of this authority is sought at the Annual General Meeting each year. Section 551 of the Companies Act 2006 provides that the Directors may not issue new shares without shareholder approval. The purpose of this resolution, therefore, is to give the Directors the authority to issue new shares, limited to a maximum of £26,559,400 in new shares at their nominal value (representing 854,000,000 ordinary shares). At 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, this represented approximately one- third of the Company’s issued ordinary share capital (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADRs) held by or on behalf of companies in the Unilever Group). The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023. The Directors have no present intention of exercising the authority sought under this resolution, save that the Company may issue new shares for the purposes of satisfying awards under employee share schemes. As at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,562,623,592. Resolutions 18 and 19 Disapplication of pre-emption rights Under the Companies Act 2006, a company is generally not permitted to allot shares for cash without first offering those shares: (i) to holders of ordinary shares in proportion to their existing holdings; and (ii) in accordance with a detailed set of procedural requirements. These restrictions may be disapplied in whole or in part provided that shareholder approval is obtained by special resolution, as described below. In these explanatory notes to Resolutions 18 and 19, reference to an allotment of shares includes allotments of other types of equity securities as well as sales of treasury shares. Explanatory notes to the resolutions Unilever Chairman’s Letter and Notice of Meeting 20225
Explanatory notes to the resolutions continued Resolution 18: disapplication for pre-emptive offers and limited non pre-emptive offers Part (a) of Resolution 18 seeks shareholder authority for the Directors to allot a limited number of shares for cash without regard to the procedural requirements noted above, provided that the shares are first offered to holders of ordinary shares in proportion to their existing holdings. This authority will provide Directors with the flexibility, in connection with such an offer, to make such arrangements as they deem appropriate to deal with relevant legal, regulatory or practical issues, for example, in relation to fractional entitlements. Part (b) of Resolution 18 seeks shareholder authority for the Directors to allot a limited number of shares for cash, without first offering those shares to holders of ordinary shares in proportion to existing holdings. The aggregate nominal value of shares that may be allotted pursuant to part (b) is £3,984,879. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting. As at 2 March 2022, being the latest practicable date prior to publication of the Notice of Meeting, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights is 2,562,623,592. The Directors intend to adhere to the provisions of the Pre- emption Group’s Statement of Principles and not to allot shares for cash pursuant to part (b) of Resolution 18 in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company, exclusive of treasury shares, within a rolling three-year period, other than: i with prior consultation with shareholders; or ii in connection with an acquisition or specified capital investment (as described below) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. Resolution 19: disapplication for limited non pre-emptive offers in connection with acquisitions and specified capital investments The purpose of Resolution 19 is to provide Directors with an additional authority to that sought under part (b) of Resolution 18, for use in the limited circumstances described below. Resolution 19 seeks shareholder authority for the Directors to allot an additional, limited number of shares for cash,without first offering those shares to holders of ordinary shares in proportion to existing holdings. However, in accordance with the Pre-emption Group’s Statement of Principles, any such allotment may only be made in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. For these purposes, a ‘specified capital investment’ means one or more specific capital investment related uses for the proceeds of an allotment of shares, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return. The aggregate nominal value of shares that may be allotted pursuant to Resolution 19 is £3,984,879. This amount is equivalent to 5% of the total issued ordinary share capital of the Company (excluding treasury shares and ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group), as at 2 March 2022 (being the latest practicable date prior to publication of the Notice of Meeting) and is in addition to an equivalent number of shares which may be allotted pursuant to part (b) of Resolution 18. If the authority sought in Resolution 19 is used, the Company will publish details of such use in its next annual report. As at 2 March 2022, the Company held 62,976,145 ordinary shares in treasury. The Directors have no current intention of exercising the authorities sought in Resolutions 18 and 19 but consider that they are appropriate in order to allow the Company the flexibility to finance business opportunities without the need to comply with the strict requirements of the Companies Act 2006. The Directors will only exercise such authorities where they consider that doing so is in the best interests of the Company. The authorities sought under Resolutions 18 and 19 will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023. Resolution 20 Company’s authority to purchase its own shares Renewal of this authority is also sought at the Annual General Meeting each year. The Directors believe that it is advantageous for the Company to have the flexibility to purchase its own shares, and this resolution provides the authority from shareholders to do so. The resolution specifies the maximum number of shares which may be acquired which at 2 March 2022 (being the latest practicable date prior to the publication of this Notice of Meeting) represented just under 10% of the Company’s issued ordinary share capital and the maximum and minimum prices at which they may be bought. As at 2 March 2022, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights in the Company is 2,562,623,592. The purchase of shares by the Company under this authority would be carried out by a purchase in the market and should not be confused with any share dealing facilities which may be offered to shareholders by the Company from time to time. The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to sell or transfer treasury shares quickly and cost- effectively, including for the purposes of meeting obligations under employees’ share schemes, and would provide the Company with additional flexibility in the management of its capital base. The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023. Any shares purchased would be held as ‘treasury shares’, in which case they could be held in the name of the Company or another Unilever Group company pending their use to meet obligations under an employee share scheme or resale. Shares Unilever Chairman’s Letter and Notice of Meeting 2022 6
purchased and not otherwise so used may also be cancelled at the discretion of the Company. Resolution 21 Notice period for General Meetings This resolution seeks the approval of shareholders (as required by the Companies (Shareholders’ Rights) Regulations 2009 (the ‘Shareholders’ Rights Regulations’)) to replace a similar authority granted to the Directors at the 2021 Annual General Meeting to allow the Company to call general meetings (other than annual general meetings) on 14 clear days’ notice. The Company does not intend to use this authority routinely. The Company envisions that this authority would be used only in limited circumstances for time-sensitive matters where a shorter notice period would be to the advantage of shareholders as a whole. The Company would also need to meet the requirements for electronic voting in the Shareholders’ Rights Regulations before it could then call a general meeting on 14 clear days’ notice. The authority sought under this resolution will expire at the earlier of the conclusion of next year’s Annual General Meeting or the close of business on 30 June 2023, being the last date by which the Company must hold an Annual General Meeting in 2023. Explanatory notes to the resolutions continued The tables below set out the diversity of our Non-Executive Directors standing for election or re-election at the AGM. 5 4 Gender MaleFemale 3 3 3 0 to 3 years 3 to 6 years 6 to 9 years Tenure 3 1 5 White Asian Black Ethnicity Unilever Chairman’s Letter and Notice of Meeting 20227 1 1 1 1 1 3 2 American Austrian British Nationality* Canadian Chinese Danish Dutch Zimbabwean * Taking into account that some Non-Executive Directors have dual-nationality. 1
1. Shareholders will have the right to attend and vote at the Annual General Meeting (AGM). Registration will start at 1.45pm. If you are attending the AGM in person please bring the Attendance Card included within your Proxy Form or, if you opt to receive your communications electronically, a copy of your shareholder email and hand it in on arrival. It is necessary for your admission to the meeting. If you do not bring this form or email with you, then proof of identification will be required for you to gain admittance to the AGM. 2. A shareholder who is unable or does not wish to attend the AGM is entitled to appoint one or more Proxies to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf at the meeting. A Proxy need not be a shareholder. A Proxy Form which may be used to make such appointment and give Proxy instructions accompanies this Notice of Meeting. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on 0370 600 3977. You can only appoint a Proxy using the procedures set out in these notes and the notes to the Proxy Form. 3. A shareholder may appoint more than one Proxy in relation to the AGM, provided that each Proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To do this, that shareholder must complete a separate Proxy Form for each Proxy. Shareholders can copy their original Proxy Form for this purpose. A proxy form is included with this Notice of AGM and additional Proxy Forms can also be obtained from Computershare Investor Services PLC on 0370 600 3977. A shareholder appointing more than one Proxy should indicate the number of shares for which each Proxy is authorised to act on his or her behalf and place an ‘X’ in the box provided on the Proxy Form to confirm the instruction is one of a multiple. 4. To be valid any Proxy Form must be received by hand or by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 2.30pm BST on 2 May 2022. 5. A shareholder can also submit his or her vote or, in accordance with Section 333A of the Companies Act 2006, appoint a Proxy electronically, by logging on to www.unilever.com/agm, clicking on ‘AGM and Voting’ and selecting the electronic voting option. To do this, a shareholder will need the Shareholder Reference Number (SRN), Control Number and five-digit PIN shown on the front of the Proxy Form. Electronic Proxy appointments must be received, in accordance with the instructions on the website, by no later than 2.30pm BST on 2 May 2022. Please note that an electronic communication in respect of the appointment of a Proxy which contains a computer virus may not be accepted. The Company will try to inform the shareholder in question of a rejected communication and will try to ensure that its outgoing electronic communications are, as far as reasonably practicable, virus free. 6. In the case of a shareholder which is a company, the Proxy Form must be executed under its common seal or be signed on its behalf by an attorney or officer duly authorised. All signatories must state their capacity (eg director, secretary). 7. Any power of attorney or any other authority under which the Proxy Form is signed (or a copy of such authority certified by a notary) must be included with the Proxy Form. 8. A ‘Vote withheld’ is not a vote in law, which means that the vote will not be counted in the proportion of votes ‘For’ and ‘Against’ the resolutions. A shareholder who does not give any voting instructions in relation to the resolutions should note that his/her Proxy will have authority to vote or to withhold a vote on the resolution as he/she thinks fit. A Proxy will also have authority to vote or to withhold a vote on any other business (including amendments to the resolutions) which properly comes before the AGM as he/she thinks fit. 9. CREST members who wish to appoint a Proxy or Proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 10. In order for a Proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with the specifications of Euroclear UK and Ireland Limited (Euroclear), and must contain the information required for such instruction, as described in the CREST Manual (available via www. euroclear.com). The message, regardless of whether it constitutes the appointment of a Proxy or is an amendment to the instruction given to a previously appointed Proxy, must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID number 3RA50) by the latest time for receipt of Proxy appointments specified in this Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to Proxies appointed through CREST should be communicated to the appointee through other means. 11. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing. 12. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 13. Holders of shares in the Company held through Euroclear Nederland who wish to attend the meeting in person can register themselves via www.abnamro.com/evoting. Holders of shares who wish to participate in the voting process can render their voting instructions electronically via www.abnamro.com/evoting. Holders of shares will be asked to identify themselves at the meeting using a valid passport, identity card or driving licence. Notes to the Notice of Meeting 2022 Unilever Chairman’s Letter and Notice of Meeting 2022 8
14. Only one holder of shares may vote by Proxy. In the case of joint holders, where more than one of the joint holders purports to appoint a Proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). 15. If two or more valid but differing appointments of a Proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. 16. Any person to whom this Notice of Meeting is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a Proxy for the AGM. If a Nominated Person has no such Proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of Proxies in paragraphs 2 and 3 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company. 17. The Company specifies that only those shareholders registered in the register of members of the Company at close of business on 2 May 2022 shall be entitled to vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM. If the AGM is adjourned, only shareholders entered on the Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled and vote at the meeting. 18. Voting on the resolutions will be conducted by way of a poll. This will ensure an exact and definitive result. 19. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares. 20. Under Section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to: a the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or b any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. 21. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website. 22. Any shareholder attending a meeting of the Company has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: a to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; b the answer has already been given on a website in the form of an answer to a question; or c it is undesirable in the interests of the Company or the good order of the meeting that the questions be answered. Shareholders are encouraged to submit questions for the Q&A session in advance of the AGM by emailing shareholder.services@unilever.com before 1.00pm BST on 29 April 2022. 23. A copy of this notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.unilever.com/agm. 24. To view the live webcast of the AGM you will need to visit meetnow.global/UnileverAGM22 on your device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the AGM on 4 May 2022. Please use your unique Shareholder Reference Number and PIN as displayed on your Form of Proxy to access the live webcast. These details are unique to you and will allow access to the live webcast. Shareholders who render their voting instructions electronically via www.abnamro.com/evoting will be given the option of attending the live webcast. Shareholders who wish to attend the live webcast should send an email to ava@nl.abnamro.com after rendering the voting instructions. 25. If you would like to delegate your access to the live webcast to a third party or a corporate representative then please contact Computershare Investor Services PLC by email at corporate-representatives@computershare.co.uk or alternatively call 0370 600 3977, providing details of your delegate, including their email address so that unique credentials can be issued to allow the delegate to access the live webcast. This instruction must be received by Computershare by 2.30pm BST on Monday 2 May 2022. Access credentials will be emailed to the delegate one working day prior to the meeting conditional on evidence of your delegation having been received and accepted. Lines are open 8.30am to 5.30pm Monday to Friday (excluding bank holidays). This delegation relates to access to the live webcast only and will not impact your proxy appointment for voting purposes. Notes to the Notice of Meeting 2022 continued Unilever Chairman’s Letter and Notice of Meeting 20229
If you have not been provided with your access credentials, please ensure you contact Computershare on the morning of the live webcast, but no later than 12 noon BST on 4 May 2022. 26. Access to the live webcast via meetnow.global/UnileverAGM22 will be available from 2.15pm BST on 4 May 2022. It is your responsibility to ensure connectivity for the duration of the live webcast. 27. Persons who are not shareholders of the Company (or their appointed delegate or corporate representative) are not able to attend the live webcast unless prior arrangements have been made with the Company. 28. Copies of the following documents are available for inspection at the place of the AGM from at least 15 minutes before the AGM until the close of the meeting: a the Executive Directors’ service contracts; and b letters of appointment of the Non-Executive Directors. 29. As at 2 March 2022 (being the latest practicable date prior to the publication of the Notice of Meeting) the total number of issued ordinary shares of Unilever PLC was 2,629,243,772. As at 2 March 2022, the Company held 62,976,145 ordinary shares in treasury. As at 2 March 2022, 3,644,035 ordinary shares (including ordinary shares represented by Unilever PLC ADSs) were held by or on behalf of companies in the Unilever Group. The voting rights attaching to those ordinary shares are not exercisable. Therefore, as at 2 March 2022 and excluding those ordinary shares (including ordinary shares represented by Unilever PLC ADSs) held by or on behalf of companies in the Unilever Group, the total number of ordinary shares with exercisable voting rights in the Company is 2,562,623,592. 30. The Company may decide that it is in the interests of our employees and shareholders to adopt measures to preserve the health and wellbeing of any persons attending the AGM. Additionally, The Queen Elizabeth II Centre may also choose to adopt their own measures. We therefore encourage shareholders to check our website (www.unilever.com/agm) regularly for the latest information on arrangements for the AGM. If you are experiencing COVID-19 symptoms, or are required to self-isolate or quarantine, please do not attend the AGM. Anyone displaying COVID-19 symptoms and who attempts to attend the AGM may not be admitted to the AGM and/or may be removed from the AGM to ensure the health and wellbeing of other individuals in attendance. 31. The UK Government’s measures may change in response to further developments in the COVID-19 pandemic between the date of this Notice of Meeting and the date of the AGM, and there is no guarantee that the current guidance regarding COVID-19 will remain the same by the date of the AGM. We therefore encourage shareholders to check our website (www.unilever.com/agm) regularly for the latest information on arrangements for the AGM. Route Description The Queen Elizabeth II Centre is in close proximity to Westminster and St James’s Park underground stations, both within walking distance. Notes to the Notice of Meeting 2022 continued Unilever Chairman’s Letter and Notice of Meeting 2022 10
Unilever PLC Head Office 100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252 Registered Office Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom Registered in England and Wales Company Number: 41424 For further information about Unilever please visit our website: www.unilever.com
Signature Date 2022 Kindly note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders (ii) classes of security or (iii) uniquely designated accounts. Unilever PLC and Computershare accept no liability for any instruction that does not comply with these conditions. A ‘Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Resolution. Go online! Turn over to find out how to send your Proxy voting instructions electronically. Institutional investors: see overleaf for details of CREST Proxy voting. Please put an ‘X’ in this box if signing on behalf of the shareholder under Power of Attorney or other authority. Note: please do not use this form for changes of address or other matters relating to your shareholding. Annual General Meeting of Unilever PLC: Proxy Form for voting When you have completed and signed this form, please return it to Computershare in the enclosed envelope. No stamp is required if you are resident in the UK. To be valid, this form must be signed and received by no later than 2.30pm on Monday 2 May 2022. For further information on completing your Proxy Form, including how to send it using the internet, see the reverse. Please complete using black ink as this form will be scanned. I/We, the undersigned, being a shareholder/shareholders of Unilever PLC, hereby appoint the Chairperson of the Annual General Meeting or the following person * Please leave this box blank if you have selected the Chairperson. Do not insert your own name(s). ** For the appointment of more than one Proxy, please refer to question 3 overleaf. as my/our Proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2.30pm on Wednesday 4 May 2022 and at any adjournments of that Meeting. I/We direct that my/our vote(s) be cast or withheld on the Resolutions as set out in the Notice of Annual General Meeting as indicated by an ‘X’ in the appropriate box below and, in respect of any Resolutions where no such indication is made and/or on any other business which may properly come before the Annual General Meeting, in such manner as my/our Proxy thinks fit. Resolutions Please indicate your voting instructions to your Proxy with an ‘X’ in the appropriate box below. The full text of each Resolution is set out in the Notice of Meeting. *** Please put an ‘X’ in this box to indicate that this Proxy appointment is one of multiple appointments being made. For Against Vote withheld 1. To receive the Report and Accounts for the year ended 31 December 2021 2. To approve the Directors’ Remuneration Report 3. To re-elect Mr N Andersen as a Non-Executive Director 4. To re-elect Dr J Hartmann as a Non-Executive Director 5. To re-elect Mr A Jope as an Executive Director 6. To re-elect Ms A Jung as a Non-Executive Director 7. To re-elect Ms S Kilsby as a Non-Executive Director 8. To re-elect Mr S Masiyiwa as a Non-Executive Director 9. To re-elect Professor Y Moon as a Non-Executive Director 10. To re-elect Mr G Pitkethly as an Executive Director 11. To re-elect Mr F Sijbesma as a Non-Executive Director For Against Vote withheld 12. To elect Mr A Hennah as a Non-Executive Director 13. To elect Mrs R Lu as a Non-Executive Director 14. To reappoint KPMG LLP as Auditor of the Company 15. To authorise the Directors to fix the remuneration of the Auditor 16. To authorise Political Donations and expenditure 17. To renew the authority to Directors to issue shares 18. To renew the authority to Directors to disapply pre-emption rights 19. To renew the authority to Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments 20. To renew the authority to the Company to purchase its own shares 21. To shorten the notice period for General Meetings SRN: PIN: EXT1085 CONTROL NUMBER: 917617
1. I am planning to attend the AGM. Do I need to complete the Proxy Form or bring it with me? No. Please bring the attached Attendance Card with you, as this is necessary for your admission to the AGM. If you do not bring the Attendance Card with you then proof of ID will be required for you to gain admittance to the AGM. 2. I am unable to come to the AGM and would like someone else to attend in my place. What do I do? Please enter the name of the person you would like to attend the AGM in your place (your ‘Proxy’) in the space provided on the form, sign and date the form, and return it to Computershare in the envelope provided, to arrive with them no later than 2.30pm on Monday 2 May 2022. Should you want the chairman of the meeting to be your proxy you need not enter their name. If the Proxy is being appointed in relation to part of your holding only, please enter in the box next to the Proxy’s name the number of shares in relation to which they are authorised to act as your Proxy. If this box is left blank they will be authorised in respect of your full voting entitlement. Your Proxy does not have to be a shareholder of the Company. You may appoint more than one Proxy if you wish, and for further information please see question 3. 3. How do I appoint more than one Proxy? You may appoint more than one Proxy in relation to your shareholding provided that each Proxy is appointed to exercise the rights attached to a different share or shares. To do this you must complete a separate form for each Proxy. You can either copy this form, or obtain additional copies from Computershare on 0370 600 3977. Please indicate the Proxy’s name in the space provided and state the number of shares for which you are authorising them to act on your behalf in the box to the right of their name. Please also remember to put an ‘X’ in the box to the right to make clear that the appointment is one of a multiple and return all of the Proxy appointments together in the same envelope. 4. Can I tell my Proxy how they should cast my votes? As a shareholder, you are entitled to appoint a Proxy (who need not be a shareholder) to exercise all or any of your rights to attend, speak and vote at a general meeting. If you wish your Proxy to vote in a particular way or withhold a vote, please put an ‘X’ in the appropriate ‘For’, ‘Against’ or ‘Vote withheld’ box for each Resolution. 5. What if I do not give my Proxy instructions on how to vote? You should note that if you do not give any voting instructions in relation to a Resolution, your Proxy will have authority to vote or to withhold a vote on that Resolution as he/she thinks fit. A Proxy will also have authority to vote or to withhold a vote on any other business (including amendments to Resolutions) which properly comes before the AGM, as he/she thinks fit. 6. What is the effect of a ‘Vote withheld’ instruction? If you wish to have the fact that you prefer not to vote on a Resolution recorded, you should instruct your Proxy to withhold such vote. A ’Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of votes ‘For’ and ‘Against’ the relevant Resolution. 7. I am unable to attend the AGM or to send someone else in my place. Can I still cast my votes? Yes. The Proxy Form provides for you to appoint the Chairman of the AGM as your Proxy. Just leave the space blank, and sign and return the form, as in 2 above. You can either indicate your voting instructions (see 4 above), or allow the Chairman to vote at his discretion. Your vote will then be counted in the event of a poll on any of the Resolutions. 8. Must I cast all my votes in one way? No. An ‘X’ in the box will indicate that your total holding should be voted in one way. However, if you wish to vote on a Resolution with some shares ‘For’, some shares ‘Against’ and register a ’Vote withheld’ with others, please write the appropriate number of shares in each box. 9. We are registered as joint holders of the shares. What happens? Any or all joint holders may attend the AGM, although only one holder may vote in person or by Proxy. Only one holder need sign the Proxy Form. If more than one holder is present at the AGM, or if more than one Proxy Form is received in respect of a joint holding, only the vote or ’Vote withheld’ of the ‘senior’ holder will be accepted. Seniority is determined by the order in which the joint holders’ names appear on the Register of Shareholders. 10. Can I change my proxy appointment? Yes. When two or more valid but differing appointments of a Proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. 11. I may be able to come to the AGM at the last minute. What happens if I have already appointed a proxy? You are still entitled to attend the AGM and vote in person. Any instructions given to your Proxy will then be ineffective. 12. I am completing and signing the Proxy Form on behalf of the shareholder under a power of Attorney (or other authority). What should I do? Please put an ‘X’ where requested in the relevant box next to your signature on the Proxy Form. When you return the Proxy Form, you must include the Power of Attorney or authority, or a copy certified by a notary. Certified copies will not be returned to you. 13. The registered shareholder is a limited company. How does it appoint a Proxy? In the case of a shareholder which is a company, the Proxy Form must be executed either (i) under its common seal or (ii) signed on its behalf by an attorney or officer duly authorised. All signatories must state their capacity (eg director, secretary). Alternatively, the company may appoint an individual or individuals to attend the AGM as its corporate representative(s) who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares, by providing a letter to that effect, duly signed by an authorised officer of the company. 14. I have recently sold/am planning to sell my shares. What is the cut-off date for attending the AGM? You are entitled to attend and vote at the AGM, or to appoint a Proxy, in respect of the number of shares registered in your name in the Register of Shareholders as at 8.00pm on Monday 2 May 2022. Any changes to the Register of Shareholders after that time are disregarded for the purposes of the AGM. 15. I hold my shares in CREST. How may I appoint a Proxy? If you are a user of the CREST system (including a CREST Personal Shareholder), you may appoint one or more Proxies or give an instruction to a Proxy by having an appropriate CREST message transmitted. To appoint a Proxy or to give an instruction to a Proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the issuer’s agent (ID number 3RA50) no later than 2.30pm on Monday 2 May 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. CREST Personal Shareholders or other CREST sponsored shareholders should contact their CREST sponsor for assistance with appointing Proxies via CREST. For further information on CREST procedures, limitations and systems timings please refer to the CREST Manual. The Company may treat as invalid a Proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Completing your Proxy Form for The Annual General Meeting: Questions And Answers
W H ITEH A LL BIRDCAGE WALK A302 A 3212 VICTORIA STREET HO RSE G U A R D S RO A D STO REY’S G ATE QUEEN ELIZABETH II CENTRE THE TREASURY WESTMINSTER ABBEY HOUSES OF PARLIAMENT ST JAMES’S PARK ST JAMES’S PARK Notes: Attendance at The Annual General Meeting If you are attending the Annual General Meeting please sign this card, bring it with you and hand it in on arrival. It is necessary for your admission to the Meeting. If you do not bring this card with you then proof of ID will be required for you to gain admittance to the Meeting. Registration will start at 1.45pm. For your safety and security, there may be checks and bag searches of those attending the Annual General Meeting. We recommend you arrive a little early to allow time for these procedures. Please be reminded that big bags will not be allowed into the Meeting. Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted in the hall. The venue offers access for disabled shareholders and a loop system for the hearing impaired. If you have any special access requirements please contact our AGM helpdesk in advance on 020 7822 5500. The Queen Elizabeth II Centre is in close proximity to Westminster and St James’s Park underground stations, both within walking distance. For information on travelling to the venue, you will find up-to-date information on our website at www.unilever.com/agm. The Company may decide that it is in the interests of our employees and shareholders to adopt measures to preserve the health and wellbeing of any persons attending the AGM. Additionally, The Queen Elizabeth II Centre may also adopt their own measures (including requiring attendees to produce negative lateral flow tests and mask-wearing). We therefore encourage shareholders to check our website (www.unilever.com/agm) regularly for the latest information on arrangements for the AGM. Be a greener shareholder If you receive shareholder communications by post, you can do your bit for the environment by reading our Annual Report and Accounts online and choosing to receive your Proxy Form voting instructions via email and voting electronically, rather than having mailed paper versions. It certainly makes environmental sense. Visit www.unilever.com/shareholderservices and select the information by email option. Go online! How to send your proxy voting instruction electronically Unilever is committed to electronic communications and we are pleased to be able to offer our shareholders the opportunity to submit their Proxy Forms using the internet. Even though you have received paper versions of your Proxy Forms, you can still complete and submit electronic versions to the Registrars. What you need to do: just log on to www.unilever.com/agm and select the electronic voting option. To do this, you will need your Shareholder Reference Number (SRN) and five-digit PIN and six-digit Control Number, all of which are shown on the front of this Proxy Form. Then just follow the instructions. Institutional investors: voting via CREST This year the deadline for voting via the CREST voting system is 2.30pm on Monday 2 May 2022.
Attendance card Annual General Meeting At 2.30pm on Wednesday 4 May 2022. Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE. Notice of availability – Annual Report and Accounts 2021 Important – please read carefully You can now access the Unilever Annual Report and Accounts 2021 by visiting the website: www.unilever.com/ara. Would you like to receive electronic communications in the future? Help us to make a valuable contribution to the environment. If you do register, Unilever will, on your behalf, donate £1 to the Woodland Trust. You can do this by either: 1. Registering your email address at www.investorcentre.co.uk/etreeuk/unilever. You will need your personal Shareholder Reference Number (SRN) which can be found below. It is simple to register and will only take a few minutes. or 2. Supply your email address below and return this form in the reply-paid envelope provided. If you attend the Annual General Meeting please sign this card and hand it in on arrival. Please read the attendance notes overleaf. Pl ea se d et a ch b ef or e po st in g Pl ea se fo ld h er e Signature • Unilever reserves the right to send shareholder communications in hard copy form in addition to, or instead of, electronic form in situations where it is aware of the failure in delivery of an electronic communication, or at any time. • Unilever’s obligation is satisfied when it transmits an electronic message and it cannot be held responsible for a failure in transmission beyond its control. SRN: EXT1085 SRN: