Unilever N.V. Extraordinary General Meeting
21 September 2020
All Resolutions Approved
Rotterdam, 21 September 2020 - Unilever N.V. shareholders today approved all resolutions put to the Extraordinary General Meeting. Voting was by poll on each resolution and the results are set out below.
Poll Results Extraordinary General Meeting*
|Resolution||For||%||Against||%||Vote Withheld **||Issued Share Capital Present|
|1. Amendment of Unilever N.V.’s Articles of Association in connection with Unification||934,072,264||99.42||5,451,741||0.58||1,229,717||64.1%|
|2. Approval of Unification***||904,055,114||99.39||5,531,295||0.61||31,167,313||64.1%|
|3. Discharge Executive Directors||924,398,862||99.23||7,168,806||0.77||9,186,054||64.1%|
|4. Discharge Non-Executive Directors||924,403,277||99.23||7,158,658||0.77||9,191,787||64.1%|
* Votes were validly cast for 940,753,722 shares in the capital of Unilever N.V., which is 64.1% of the issued share capital of Unilever N.V. A total number of 940,753,722 votes were validly cast.
** Only the ‘for’ and ‘against’ votes are counted and together add up to 100%. By law a ‘vote withheld’ is not considered to be a vote.
*** The voting results set out in this row also reflect the voting on the required resolution by the class meeting of holders of ordinary shares in Unilever N.V.
Completion of Unification remains subject to the satisfaction or waiver of the other conditions set out in the circular published by Unilever N.V. and Unilever PLC on 10 August 2020, including (but not limited to) the approval of the cross-border merger between Unilever N.V. and Unilever PLC at the court meeting of Unilever PLC shareholders, the passing of the special resolution at the general meeting of Unilever PLC shareholders and the approval of the cross-border merger by the High Court of Justice in England and Wales.
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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; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products;
Secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; the effect of climate change on Unilever's business; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
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 2016 and the Unilever Annual Report and Accounts 2016.
This communication is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not an offer of securities for sale into the United States.
No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933 (the “Securities Act”), or an exemption therefrom. In connection with Unification, Unilever PLC expects to issue ordinary shares (including ordinary shares represented by American Depositary Shares) to security holders of Unilever N.V. in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.
Unification has not been and will not be approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of Unification. Any representation to the contrary is a criminal offence in the United States.
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This communication does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is not an advertisement and not a prospectus for the purposes of Regulation (EU) No. 2017/1129, as amended. Any purchase of securities of Unilever PLC should only be made on the basis of information that is contained in the prospectus published by Unilever PLC on 10 August 2020 (the “Prospectus”). The Prospectus contains detailed information about Unilever PLC and its management, as well as financial statements and other financial data.
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