9th May 2006 15:25
Unilever PLC09 May 2006 UNILEVER PLC ANNUAL GENERAL MEETING AND SEPARATE MEETING OF ORDINARY SHAREHOLDERS ALL RESOLUTIONS APPROVED Unilever PLC shareholders today approved all resolutions put to the annualgeneral 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 inRotterdam on 8 May 2006 were also approved. BOARD APPOINTMENTS All continuing directors stood for election and were duly re-elected. These werePatrick 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 proposedfor election for the first time and were duly elected. Bertrand Collomb, Oscar Fanjul and Hilmar Kopper retired as non-executivedirectors at the meeting. David Simon replaces Bertrand Collomb as the Senior Independent Director. 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. SHARE CAPITAL CONSOLIDATION Shareholders also approved the share capital consolidation by which holders ofUnilever PLC ordinary shares at 6pm on Friday 19 May 2006 will exchange 20existing Unilever PLC ordinary shares of 1.4 pence each for 9 new Unilever PLCordinary shares of 3 1/9 pence each. Dealings in the new shares are expected tocommence on Monday 22 May 2006. As a result of the share capital consolidation, the Unilever PLC AmericanDepositary Receipt (ADR) which comprised four Unilever PLC ordinary shares of1.4 pence each will be changed to comprise one Unilever PLC new ordinary shareof 3 1/9 pence. Citibank N.A., the depositary for the Unilever PLC ADRprogramme, will issue to each registered ADR holder as of 19 May 2006 0.8Unilever 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 themarket with the cash proceeds being distributed to entitled share and ADRholders. REMAINING RESOLUTIONS The remaining resolutions were all approved. POLL RESULTS ANNUAL GENERAL MEETING RESOLUTION FOR % AGAINST % VOTE WITHHELD 1.To receive the Reports and 1,710,840,398 99.87 2,196,246 0.13 13,910,134Accounts for the year ended 31December 20052.To approve the Directors 1,461,313,785 92.00 127,136,044 8.00 48,649,629Remuneration Report for theyear ended 31 December 20053.To declare a dividend of 1,723,425,566 99.98 391,725 0.02 3,133,68113.54 pence on the OrdinaryShares4.To re-elect Mr P J Cescau as 1,713,452,507 99.80 3,362,318 0.20 3,536,540a Director5.To re-elect Mr C J van der 1,712,647,126 99.77 3,954,636 0.23 3,743,462Graaf as a Director6.To re-elect Mr R D Kugler as 1,712,840,270 99.77 3,957,120 0.23 3,545,789a Director7.To re-elect Mr R H P Markham 1,665,074,176 99.75 4,154,334 0.25 51,076,083as a Director8.To re-elect Mr A Burgmans as 1,647,987,865 96.06 67,518,351 3.94 4,824,805a Director9.To re-elect The Rt Hon The 1,611,951,310 99.85 2,397,837 0.15 19,076,305Lord Brittan of Spennithorne asa Director10.To re-elect The Rt Hon The 1,715,541,711 99.93 1,179,678 0.07 3,590,630Baroness Chalker of WallaseyQC, DL as a Director11.To re-elect Professor W Dik 1,714,534,141 99.89 1,903,883 0.11 3,871,102as a Director12.To re-elect The Lord Simon 1,715,252,931 99.92 1,397,240 0.08 3,643,224of Highbury CBE as a Director13.To re-elect Mr J van der 1,714,796,040 99.90 1,698,963 0.10 3,804,721Veer as a Director14.To elect Mr C E Golden as a 1,716,158,067 99.97 459,464 0.03 3,708,181Director15.To elect Dr B Grote as a 1,608,627,976 99.59 6,659,156 0.41 18,173,959Director16.To elect Mr J-C Spinetta as 1,711,091,385 99.69 5,406,784 0.31 3,840,358a Director17.To elect Mr K J Storm as a 1,707,655,928 99.67 5,655,615 0.33 7,022,838Director18.To re-appoint 1,599,852,023 99.05 15,316,023 0.95 16,778,749PricewaterhouseCoopers LLP asAuditors of the Company19.To authorise the Directors 1,705,781,647 99.33 11,514,117 0.67 3,037,586to fix the remuneration of theAuditors20.To renew the authority to 1,707,643,136 99.16 14,483,704 0.84 3,292,616Directors to issue shares21.To renew the authority to 1,717,978,171 99.59 7,108,281 0.41 1,809,479Directors to disapplypre-emption rights22.To renew the authority to 1,712,538,051 99.73 4,606,316 0.27 3,154,312the Company to purchase its ownshares23.To give authority to align 1,717,310,922 99.93 1,214,438 0.07 8,407,437the dividend generatingcapacity and dividendentitlements24.To amend the Deed of Mutual 1,709,633,503 99.92 1,343,908 0.08 9,266,149Covenants25.To consolidate Unilever 1,720,594,537 99.93 1,270,344 0.07 5,014,229PLC's share capital26.To amend the Articles of 1,708,830,152 99.76 4,144,147 0.24 7,290,244Association in relation toboard nominations27.To amend the Articles of 1,592,957,129 98.83 18,924,278 1.17 21,440,927Association in relation toDirectors' remuneration Votes cast as a percentage of the issued share capital was approximately 58.58%. Meeting of OrdinaryShareholders Amendment to the Equalisation 1,767,349,990 99.91 1,509,001 0.09 8,717,270Agreement 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 UKListing Authority and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Unilever