Unilever N.V.
Unilever N.V.: UNILEVER N.V. ANNUAL GENERAL MEETING APPROVES ALL RESOLUTIONS
Corporate-news transmitted by DGAP – a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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UNILEVER N.V. ANNUAL GENERAL MEETING APPROVES ALL RESOLUTIONS
Rotterdam, 8 May.- Unilever N.V. shareholders today approved all
resolutions put to the Annual General Meeting in Rotterdam. Details of the
voting by the shareholders are set out below. The resolutions include the
following:
1. Board Appointments
All continuing Directors stood for election and were duly re-elected. These
were Patrick Cescau, Kees van der Graaf, Ralph Kugler and Rudy Markham as
Executive Directors, and Antony Burgmans, Leon Brittan, Lynda Chalker, Wim
Dik, David Simon and Jeroen van der Veer as Non-Executive Directors.
Charles Golden, Byron Grote, Jean-Cyril Spinetta and Kees Storm were
proposed for appointment as Non-Executive Directors for the first time and
were also duly appointed.
Bertrand Collomb, Oscar Fanjul and Hilmar Kopper retired as Non-Executive
Directors at the meeting.
David Simon replaces Betrand Collomb as the Senior Independent Director.
2. Strengthening governance structure
Furthermore, shareholders have approved all resolutions to strengthen
Unilever’s corporate governance and structure:
· To give Directors the authority allowing greater flexibility to
allocate assets between both parent companies;
· To improve transparency and establish a one-to-one economic
equivalence
for the N.V. and PLC ordinary shares, and split the N.V. ordinary
shares 3 to 1, see below under “N.V. Share Split”;
· To remove the binding nomination procedure and allow shareholders the
right to nominate candidates for election as Directors, whilst
ensuring unity of management .
These resolutions will become effective once the Unilever PLC shareholders
adopt the corresponding resolutions tomorrow. A separate press release of
Unilever N.V. on the outcome of that meeting will be issued after Unilever
PLC’s meeting.
3. N.V. Share SplitThe shareholders approved a 3 to 1 split of the
Unilever N.V. ordinary shares. This involved a redenomination of the
Unilever N.V. share capital from NLG to Euro.
It is planned that on 22 May 2006:
– the ordinary shares in Unilever N.V. with a nominal value of NLG 1.12
will be redenominated in ordinary shares with a nominal value of EUR
0.48 and each of these will be split into three ordinary shares with a
nominal value of EUR 0.16 each; the same applies to the depositary
receipts for ordinary shares;
– the 7% cumulative preference shares with a nominal value of NLG 1,000
each will be redenominated in 7% cumulative preference shares with a
nominal value of EUR 428.57 (with the accompanying depositary receipts
for subshares being redenominated proportionally);
– the 6% cumulative preference shares with a nominal value of NLG 1,000
will be redenominated in cumulative preference shares with a nominal
value of EUR 428.57 (with the subshares being redenominated
proportionally);
– the 4% cumulative preference shares with a nominal value of NLG 100
will be redenominated in cumulative preference shares with a nominal
value of EUR 42.86.
It is planned that dealings in the new Unilever N.V. (depositary receipts
of) ordinary shares with a nominal value of EUR 0.16 on Euronext Amsterdam
and the stock exchange in Frankfurt wiil commence on 22 May 2006 and on the
New York Stock Exchange on 24 May 2006.
It was announced on 7 March 2006 that Unilever N.V. has decided to delist
the Unilever N.V. (depositary receipts for) ordinary shares from the stock
exchanges in Zürich (on 19 May 2006) and Frankfurt (on 26 June 2006).
The Annual General Meeting further decided to amend the Articles of
Association to reflect that Unilever N.V. shares will be in registered form
(op naam). It is expected that this will also become effective on
22 May 2006
A separate advertisement will be placed in the Dutch press in due course
informing investors who hold the (depositary receipts of) shares mentioned
above through Euronext Amsterdam on the implications of the share split and
the dematerialisation. Other holders of the (depositary receipts of) shares
mentioned above are advised to contact their bank or broker to establish
what the implications are for them of these changes and what action is
required, if any.
4. Voting results AGM
Agenda item For Against Abstain
2. Adoption Annual Accounts 686.438.447 760.779 12.012.416
3. Discharge Executive 695.365.523 2.239.319 1.606.800
Directors
4. Discharge Non-Executive 695.604.783 2.421.308 1.185.551
Directors
5A. Share Equalisation 693.113.238 1.575.239 4.523.165
5B. Board nomination procedure 695.927.695 1.529.770 1.754.177
5C. Amendment of the Deed of 674.114.076 22.247.413 2.850.153
Mutual Covenants
6A. Appointment Patrick Cescau 694.747.185 2.994.069 1.470.388
6B. Appointment Kees van der 695.856.262 1.475.607 1.879.773
Graaf
6C. Appointment Ralph Kugler 695.849.760 1.538.873 1.823.009
6D. Appointment Rudy Markham 694.342.432 2.090.609 2.778.601
7A. Appointment Antony Burgmans 691.136.339 5.067.683 3.007.620
7B. Appointment Leon Brittan 695.095.551 1.669.556 2.446.535
7C. Appointment Lynda Chalker 695.224.013 1.241.093 2.746.536
7D. Appointment Wim Dik 695.147.942 2.421.446 1.642.254
7E. Appointment David Simon 695.989.599 934.552 2.287.491
7F. Appointment Jeroen van der 696.535.119 1.356.437 1.320.086
Veer
7G. Appointment Charles Golden 695.906.242 1.139.104 2.166.296
7H. Appointment Byron Grote 695.278.778 1.568.276 2.364.588
7I. Appointment Jean-Cyril 696.152.444 1.260.055 1.799.143
Spinetta
7J. Appointment Kees Storm 696.086.192 1.381.638 1.743.812
8. Remuneration Non-Executive 689.517.054 6.464.944 3.229.644
Directors
9. Appointment of auditors 695.699.855 1.550.494 1.961.293
10. Authorisation to issue 642.631.307 55.307.093 1.273.242
shares
11. Authorisation to purchase 697.263.503 515.185 1.432.954
shares
8 May 2006
Unilever N.V.
Rotterdam
SAFE HARBOUR 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 ‘expects’, ‘anticipates’, ‘intends’ 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. 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. 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, including, among others, competitive pricing
and activities, consumption levels, costs, the ability to maintain and
manage key customer relationships and supply chain sources, currency
values, interest rates, the ability to integrate acquisitions and complete
planned divestitures, physical risks, environmental risks, the ability to
manage regulatory, tax and legal matters and resolve pending matters within
current estimates, legislative, fiscal and regulatory developments,
political, economic and social conditions in the geographic markets where
the Group operates and new or changed priorities of the Boards. 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 the
Annual Report and Accounts on Form 20-F. These forward-looking statements
speak only as of the date of this document. 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.
(c)DGAP 08.05.2006
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Language: English
Issuer: Unilever N.V.
Weena 455
3013 AL Rotterdam Niederlande
Phone: +31 (0)10 217 4000
Fax: +31 (0)10 217 4798
email: joanne.mcdonald@unilever.com
WWW: www.unilever.com
ISIN: NL0000009348
WKN: 860028
indices:
Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr
in Berlin-Bremen, Hannover, Düsseldorf, Hamburg, München,
Stuttgart
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