Unilever plc Annual General Meeting approves all resolutions
09/05/2006 : Unilever PLC shareholders today approved all resolutions put to the annual general meeting and the separate meeting of ordinary shareholders in London. Voting was by poll on each resolution and the results are set out below. All resolutions put to the annual general meeting and separate class meetings in Rotterdam on 8 May 2006 were also approved.
1. Board Appointments
All continuing directors stood for election and were duly re-elected. These were Patrick Cescau, Kees van der Graaf, Ralph Kugler, Rudy Markham, Antony Burgmans, Leon Brittan Lynda Chalker, Wim Dik, David Simon and Jeroen van der Veer.
Charles Golden, Byron Grote, Jean-Cyril Spinetta and Kees Storm were proposed for election for the first time and were duly elected.
Bertrand Collomb, Oscar Fanjul and Hilmar Kopper retired as non-executive directors at the meeting.
David Simon replaces Bertrand Collomb as the Senior Independent Director.
2. Governance Structure
All resolutions relating to the Corporate Structure Review were also approved.
- To allow greater flexibility in the allocation of assets between both parent companies
- To allow shareholders the right, taking into account the need to ensure unity of management, to nominate candidates for election as Directors.
3. Share Capital Consolidation
Shareholders also approved the share capital consolidation by which holders of Unilever PLC ordinary shares at 6pm on Friday 19 May 2006 will exchange 20 existing Unilever PLC ordinary shares of 1.4 pence each for 9 new Unilever PLC ordinary shares of 3 1/9 pence each. Dealings in the new shares are expected to commence on Monday 22 May 2006.
As a result of the share capital consolidation, the Unilever PLC American Depositary Receipt (ADR) which comprised four Unilever PLC ordinary shares of 1.4 pence each will be changed to comprise one Unilever PLC new ordinary share of 3 1/9 pence. Citibank N.A., the depositary for the Unilever PLC ADR programme, will issue to each registered ADR holder as of 19 May 2006 0.8 Unilever PLC ADR for each Unilever PLC ADR held as of 19 May 2006.
Fractions of both ordinary shares and ADRs will be aggregated and sold in the market with the cash proceeds being distributed to entitled share and ADR holders.
4. Remaining Resolutions
The remaining resolutions were all approved.
5. Voting results
RESOLUTION | FOR | AGAINST | VOTE WITHHELD |
1.To receive the Reports and Accounts for the year ended 31 December 2005 | 1,710,840,398 | 2,196,246 | 13,910,134 |
2.To approve the Directors Remuneration Report for the year ended 31 December 2005 | 1,461,313,785 | 127,136,044 | 48,649,629 |
3.To declare a dividend of 13.54 pence on the Ordinary Shares | 1,723,425,566 | 391,725 | 3,133,681 |
4.To re-elect Mr P J Cescau as a Director | 1,713,452,507 | 3,362,318 | 3,536,540 |
5.To re-elect Mr C J van der Graaf as a Director | 1,712,647,126 | 3,954,636 | 3,743,462 |
6.To re-elect Mr R D Kugler as a Director | 1,712,840,270 | 3,957,120 | 3,545,789 |
7.To re-elect Mr R H P Markham as a Director | 1,665,074,176 | 4,154,334 | 51,076,083 |
8.To re-elect Mr A Burgmans as a Director | 1,647,987,865 | 67,518,351 | 4,824,805 |
9.To re-elect The Rt Hon The Lord Brittan of Spennithorne as a Director | 1,611,951,310 | 2,397,837 | 19,076,305 |
10.To re-elect The Rt Hon The Baroness Chalker of Wallasey QC, DL as a Director | 1,715,541,711 | 1,179,678 | 3,590,630 |
11.To re-elect Professor W Dik as a Director | 1,714,534,141 | 1,903,883 | 3,871,102 |
12.To re-elect The Lord Simon of Highbury CBE as a Director | 1,715,252,931 | 1,397,240 | 3,643,224 |
13.To re-elect Mr J van der Veer as a Director | 1,714,796,040 | 1,698,963 | 3,804,721 |
14.To elect Mr C E Golden as a Director | 1,716,158,067 | 459,464 | 3,708,181 |
15.To elect Dr B Grote as a Director | 1,608,627,976 | 6,659,156 | 18,173,959 |
16.To elect Mr J-C Spinetta as a Director | 1,711,091,385 | 5,406,784 | 3,840,358 |
17.To elect Mr K J Storm as a Director | 1,707,655,928 | 5,655,615 | 7,022,838 |
18.To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company | 1,599,852,023 | 15,316,023 | 16,778,749 |
19.To authorise the Directors to fix the remuneration of the Auditors | 1,705,781,647 | 11,514,117 | 3,037,586 |
20.To renew the authority to Directors to issue shares | 1,707,643,136 | 14,483,704 | 3,292,616 |
21.To renew the authority to Directors to disapply pre-emption rights | 1,717,978,171 | 7,108,281 | 1,809,479 |
22.To renew the authority to the Company to purchase its own shares | 1,712,538,051 | 4,606,316 | 3,154,312 |
23.To give authority to align the dividend generating capacity and dividend entitlements | 1,717,310,922 | 1,214,438 | 8,407,437 |
24.To amend the Deed of Mutual Covenants | 1,709,633,503 | 1,343,908 | 9,266,149 |
25.To consolidate Unilever PLC's share capital | 1,720,594,537 | 1,270,344 | 5,014,229 |
26.To amend the Articles of Association in relation to board nominations | 1,708,830,152 | 4,144,147 | 7,290,244 |
27.To amend the Articles of Association in relation to Directors' remuneration | 1,592,957,129 | 18,924,278 | 21,440,927 |
Meeting of Ordinary Shareholders | |||
Amendment to the Equalisation Agreement | 1,767,349,990 | 1,509,001 | 8,717,270 |
Votes cast as a percentage of the issued share capital was approximately 61.04%.
A copy of the resolution put to shareholders has been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility.
Unilever PLC:
Unilever House
100 Victoria Embankment
London
EC4Y 0DY
T: +44 (0) 20 7822 5252
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