Certificate of Incorporation of Lever Brothers, Limited 6 Certificate of change of name to Lever Brothers & Unilever Limited 7 Certificate of change of name to Unilever limited 8 Certificate of Incorporation as a public company 9 Articles of...

Capital Alterations

Interpretation

Exclusion of Model Articles

Definitions

“these articles” means these articles of association as altered from time to time by special resolution and the expression “this article” shall be construed accordingly; “the auditors” means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;

“the Bank of England base rate” means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998;

“certificated share” means a share which is not an uncertificated share;

“clear days” in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

“the Companies Acts” means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company;

“Company” means Unilever PLC; “the Directors” means the Board of Directors of the Company for the time being; “the holder” in relation to any shares means the member whose name is entered in the register as the holder of those shares;

“the office” means the registered office for the time being of the Company;

“paid up” means paid up or credited as paid up; “participating class” means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;

“person entitled by transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;

“the register” means the register of members of the Company;

“seal” means any common or official seal that the Company may be permitted to have under the Companies Acts;

“the Secretary” means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary;

“shares” includes stock;

“uncertificated share” means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form;

“the uncertificated securities rules” means provisions of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;

“United Kingdom” means Great Britain and Northern Ireland;

references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts;

references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;

references to writing include references to any method of representing or reproducing words in a legible and nontransitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly;

words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are adopted bear the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate; references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect construction.

Agreement for distribution of profits and assets

Agreement with Unilever N.V.

Limited liability

Limited liability

shares in the Company held by them.

Share capital

Rights attached to shares

Redemption of shares

Trusts not recognised

Allotment of shares

Payment of commission

Repayment of capital in a winding-up

Modification of rights

(B) Intentionally deleted.

(C) Intentionally deleted.

(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.

Evidence of title to shares

Uncertificated shares

(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(i) the holding of shares of that class in uncertificated form;

(ii) the transfer of title to shares of that class by means of a relevant system; and

(iii) any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.

(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

(D) If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:

(i) require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;

(ii) appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and

(iii) take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

(E) Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.

(F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

(G) The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

Certificated shares

Replacement of certificates

Execution of share certificates

Lien

Company’s lien on shares not fully paid

Enforcing lien by sale

Validity of sales

Application of proceeds of sale

Calls on Shares

Calls

Payment on calls

Liability of joint holders

Interest due on non-payment

Sums due on allotment to be treated as calls

Power to differentiate

Payment of calls in advance

Forfeiture of shares

Notice may be given if call or instalment not paid

Form of notice

Forfeiture of shares if non-compliance with notice

Notice after forfeiture

Sale of forfeited shares

Arrears to be paid notwithstanding forfeiture

Effect of forfeiture

Transfer of Shares

Transfer

(A) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

(B) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.

Execution of transfer

Right to decline to register transfer of partly paid shares

Further rights to decline to register transfer

(B) The Directors may decline to register any transfer of a certificated share unless:

(i) the instrument of transfer is duly stamped or duly

certified or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other place as the Directors may from time to time determine accompanied (save in the case of a transfer by a person to whom the Company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the person signing the instrument of transfer to make the transfer and, if the instrument of transfer is signed by some other person on his behalf, the authority of that person so to do;

(ii) the instrument of transfer is in respect of only one class of share; and

(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

(C) For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.

Notice of refusal

Transmission of Shares

Transmission of registered shares on death

Entry of transmission in register

Election of person entitled by transmission

Rights of person entitled by transmission

Conversion of Shares into Stock

Conversion of shares into stock

Rights of stockholders

to shares. The stock resulting from the conversion of any class of shares into stock shall be described in the same manner as such class with the substitution of the word “stock” for shares.

Share Warrants to Bearer

Issue of share warrants

Bearer of warrants deemed a member of the Company

Restrictions on attending and voting at meetings

One name only to be received as holder of share warrant

Issue of deposit certificate in respect of share warrants

Surrender of deposit certificate

Restriction on exercise of rights of membership

Issue of new share warrants

Transfer of share warrants

Issue of shares on surrender of share warrants

Untraced Shareholders

Sale of shares of untraced shareholders

(A) the shares are in certificated form,

(B) the shares have been in issue either in certificated or uncertificated form throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period,

(C) no cash dividend payable on the shares has either been claimed by presentation to the paying bank of

the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares or by the transfer of funds by means of a relevant system at any time during the relevant period,

(D) so far as any Director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the shares, and

(E) the Company has caused two advertisements to be published, one in a daily newspaper with a national circulation in the United Kingdom and the other in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the shares shown in the register, giving notice of its intention to sell the shares and a period of three months has elapsed from the date of publication of the advertisements or of the last of the two advertisements to be published if they are published on different dates.

For the purpose of this article:

“the qualifying period” means the period of twelve years immediately preceding the date of publication of the advertisements referred to in sub-paragraph (E) above or of the first of the two advertisements to be published if they are published on different dates; and

“the relevant period” means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (A) to (E) above have been satisfied.

If, after the publication of either or both of the advertisements referred to in sub-paragraph (E) above but before the Company has become entitled to sell the shares pursuant to this paragraph of this article, the requirements of sub-paragraph (C) or (D)above cease to be satisfied, the Company may nevertheless sell those shares after the requirements of subparagraphs (A) to (E) above have been satisfied afresh in relation to them.

If during any relevant period further shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub-paragraphs (A) and (C) to (E) above have been satisfied in regard to the further shares, the Company may also sell the further shares.

To give effect to any sale of shares pursuant to this paragraph of this article the Directors may authorise some person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company and, upon their receipt, the Company shall become indebted to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds unless and until forfeited under this article. No trust shall be created in respect of the debt and no interest shall be payable in respect of it and the Company shall not be required to account for any moneys earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. If no valid claim for the money has been received by the Company during a period of six years from the date on which the relevant shares were sold by the Company under this article, the money will be forfeited and will belong to the Company.

Cessation of sending dividend payments

Alteration of Capital

Sub-division

Fractions

General Meetings

Insufficient Directors within the United Kingdom

Notice of General Meetings

Omission or non-receipt of notice

document relating to any meeting, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice or document or other information, by any person entitled to receive the notice or document shall not invalidate the proceedings at that meeting; and (B) a member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

Quorum

Dissolution and adjournment of meeting if quorum not present

Chairman of general meeting

Entitlement to attend and speak

Adjournments and notice of adjournment

Amendments to resolutions

Arrangements for participation in general meetings

(B) Where the Directors determine that any general meeting is to take place at more than one location, adequate facilities shall be made available (including by use of any means of communication) to ensure that persons at each location who are to be treated as being present at the meeting in accordance with Article 69(A) have a reasonable opportunity to see and hear any other person who is entitled to address the meeting from any other location, and, if addressing the meeting, have a reasonable opportunity to be seen and heard by any other person who is treated as being present at the meeting at any other location.

(C) Where, upon commencement of or during any general meeting, any Member Venue does not, or ceases to, satisfy the requirements of Article 69(B) in respect of any other Member Venue, the chairman of the meeting (wherever located) shall adjourn the meeting and such adjournment shall be communicated to each relevant location as soon as possible. The chairman may take such action as he deems necessary to attempt to continue the business of the meeting, including temporarily adjourning the meeting for such length of time as he deems necessary to resolve any communication issues or to relocate persons attending any Member Venue that ceases to satisfy the requirements of Article 69(B) to another venue or venues at which such requirements may be satisfied. In the event of an adjournment, any business conducted at the general meeting prior to such adjournment shall not be treated as invalid by reason of the circumstances leading to the adjournment.

(D) Where, upon commencement of or during any general meeting, all Member Venues are able to satisfy the requirements of Article 69(B) in respect of all other Member Venues, but one or more Director-only Venues is not able to satisfy the requirements of Article 69(B) with respect to any other location:

(a) the general meeting shall not be adjourned;

(b) all persons present at any relevant Director-only Venues shall not be treated as being present at the meeting;

(c) the identity of the chairman of the meeting shall be determined in accordance with Article 65 on the basis of those persons present at the meeting (and if during the course of a meeting, the chairman of the meeting has ceased to be present at the meeting in accordance with Article 69(D)(b), a new person shall preside as chairman, the identity of whom shall be decided in accordance with Article 65); and

(d) the business concluded at the general meeting shall not be treated as invalid by reason of the failure of one or more Director-only Venues being unable to satisfy the requirements of Article 69(B).

(E) The Directors may permit persons who are not otherwise entitled to attend general meetings to (i) be present at one or more of the locations at which they determine that the general meeting shall take place in accordance with Article 69(A) or (ii) have a reasonable opportunity to be able to view and hear the proceedings of the general meeting and to address the meeting from any other venue by use of any means of communication. Those persons shall not be treated as being present at or to be able to vote at the meeting but shall be entitled to address the meeting unless the chairman of the meeting determines, in connection with the keeping of good order at the meeting or otherwise, that (either in respect of a particular person or generally) (a) the right to address the meeting is withdrawn, (b) the permission to attend the meeting is withdrawn or (c) where the participation by such persons in the meeting is not in person but by any other means of communication, that such other means of communication may be withdrawn. The business concluded at the general meeting shall not be treated as invalid by reason of the failure of such persons to view or hear all or any part of the proceedings of the meeting or by any determination of the chairman of the meeting in accordance with parts (a), (b) or (c) of this article above.

(F) The Directors may from time to time make arrangements for controlling or regulating the level of attendance at any venue for which arrangements have been made pursuant to Article 69(A) (including, without limitation, the issue of tickets or the imposition of some other means of selection, or limiting attendance by shareholders to certain meeting venues only) that they, in their absolute discretion, think appropriate, and can change those arrangements at any time. If, pursuant to those arrangements, a person entitled to attend a general meeting is not entitled to attend in person or (in the case of a member) by proxy at a particular Member Venue, he shall be entitled to attend in person or (in the case of a member) by proxy at another Member Venue (whether or not previously advertised) for which arrangements have been made pursuant to Article 69(A). The entitlement of any such person to be present at such venue in person or (in the case of a member) by proxy shall be subject to any such arrangement then in force. The notice of meeting does not have to give details of any arrangements under this Article. The Company will so far as practicable notify members of details of these arrangements prior to the relevant general meeting, including by way of a public announcement. The failure to notify members in accordance with this Article shall not invalidate the business conducted at the general meeting.

(G) The provisions of this Article 69 shall apply to any adjourned general meeting, mutatis mutandis.

Security arrangements at general meetings

Method of voting

(A) the chairman of the meeting, or

(B) at least three members present in person or by proxy and entitled to vote, or

(C) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or

(D) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

Effect of properly demanded poll

When poll to be taken

Continuance of business after demand for poll

Voting rights

Voting rights of joint holders

Exercise of voting rights for incapable member

No right to vote where sums still payable

Suspension of rights where non-disclosure of interest

relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (iii) of the definition of “relevant restrictions”, the Directors may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the Directors may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.

(B) If after the service of a restriction notice in respect of any shares the Directors are satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the Company shall, within seven days, cancel the restriction notice. The Company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The Company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm’s length sale.

(C) Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as he may direct.

(D) Any new shares in the Company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the Directors may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.

(E) Any holder of shares on whom a restriction notice has been served may at any time request the Company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that information accordingly.

(F) If a statutory notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.

(G) This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.

(H) In this article: a sale is an “arm’s length sale” if the Directors are satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall

include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;

“person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the Company by a member as being so interested or shown in any register or record kept by the Company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the Company, any person whom the Company knows or has reasonable cause to believe is or may be so interested;

“person with a 0.25 per cent interest” means a person who holds, or is shown in any register or record kept by the Company under the Companies Acts as having an interest in, shares in the Company which comprise in total at least 0.25 per cent in number or nominal value of the shares of the Company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;

“relevant period” means a period of 14 days following service of a statutory notice;

“relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent interest that:

(i) the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company or to exercise any other right conferred by membership in relation to general meetings;

(ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend;

(iii) the Directors may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm’s length sale and in any other case mean only the restriction specified in sub-paragraph (i) of this definition; and

“statutory notice” means a notice served by the Company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.

Objections

(A) any objection shall be raised to the qualification of any voter, or

(B) any votes have been counted which ought not to have been counted or which might have been rejected, or

(C) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at

the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be conclusive.

Proxies

Appointment of proxies

Receipt of proxies

(i) in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the Company for the receipt of appointments of proxy in hard copy form) together with (if required by the Directors) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of notices) not less than forty eight hours (or such shorter time as the Directors may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(iii) in the case of a poll taken more than forty-eight hours after it was demanded, be received as aforesaid not less than twenty-four hours (or such shorter time as the Directors may determine) before the time appointed for the taking of the poll;

(iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than forty-eight hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or such later time as the board may determine),

and an appointment of a proxy in a manner which is not or in respect of which the authority or copy thereof is not, permitted by these articles shall be invalid. 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 or poll, the one which is last received (regardless of its date or of 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. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of proxy in respect of that meeting is sent in electronic form as provided in these articles but, because of a technical problem, it cannot be read by the recipient.

(B) The Directors may at their discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.

Maximum validity of proxy

Form of proxy

Determination of authority

Appointment, Retirement and Removal of Directors

Number of Directors

Shareholding qualification

Power for Directors to fill casual vacancies or appoint additional Directors

Retirement of Directors

Meeting to fill up vacancies

Persons eligible as Directors

(A) he is recommended by the Board; or

(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts and the person to be nominated has confirmed in writing that he accepts the nomination.

Provisions if no eligible persons available

Provisions if insufficient eligible persons elected

Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may only act for the purpose of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.

Power to remove Director by special resolution

Disqualification of Directors

(A) he resigns his office by notice in writing delivered to or received at the office or tendered at a meeting of the Directors, or

(B) he is or has been suffering from mental or physical ill health and the Directors resolve that his office is vacated, or

(C) he is absent without the permission of the Directors from meetings of the Directors (whether or not an Alternate Director appointed by him attends) for six consecutive months and the Directors resolve that his office is vacated, or

(D) he becomes bankrupt or compounds with his creditors generally, or

(E) he is prohibited by law from being a Director, or

(F) he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these articles.

In this article references to in writing include the use of communications by electronic means.

Alternate Directors

(B) Every person acting as an Alternate Director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to the

provisions of these articles relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company as a Director but shall not be entitled to receive from the Company any fee in his capacity as an Alternate Director.

(C) Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate, in addition to his own vote as a Director. Signature by an Alternate Director of any resolution in writing of the Directors or a committee of the Directors shall, unless the notice of his appointment provides to the contrary, be as effective as signature by his appointor.

(D) An Alternate Director shall ipso facto cease to be an Alternate Director if his appointor ceases for any reason to be a Director except that, if at any meeting any Director retires but is reappointed or deemed to be reappointed at the same meeting, any appointment made by him pursuant to this article which was in force immediately before his retirement shall remain in force as though he had not retired.

In this article references to in writing include the use of communications by electronic means.

Executive Directors

A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide, and either in addition to or in lieu of his remuneration as a Director.

Non-Executive Directors

Remuneration and expenses of Directors

Director’s remuneration

Extra remuneration

Expenses

Directors’ Interests

Conflicts of interest requiring board authorisation

(B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The Director shall provide the Directors with such details of the relevant matter as are necessary for the Directors to decide how to address the Conflict together with such additional information as may be requested by the Directors.

(C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the Directors shall be effected in the same way that any other matter may be proposed to and resolved upon by the Directors under the provisions of these articles save that:

(i) the relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and

(ii) the relevant Director and any other Director with a similar interest may, if the other Directors so decide, be excluded from any board meeting while the Conflict is under consideration.

(D) Where the Directors give authority in relation to a Conflict, or where any of the situations described in Article 103(B) apply in relation to a Director (“Relevant Situation”):

(i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;

(ii) the relevant Director will be obliged to conduct himself in accordance with any terms imposed by the Directors in relation to the Conflict or Relevant Situation;

(iii) the Directors may provide that where the relevant Director obtains (otherwise than through his position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence;

(iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and

(v) the Directors may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.

Other conflicts of interest

(B) Provided he has declared his interest in accordance with paragraph (A), a Director may:

(i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;

(ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including as to remuneration, as the Directors may decide;

(iii) act by himself or through a firm with which he is associated in a professional capacity for the Company or any other Company in which the Company may be interested (otherwise than as auditor);

(iv) be or become a director or other officer of, or employed by or otherwise be interested in any holding Company or subsidiary company of the Company or any other company in which the Company may be interested; and

(v) be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

Benefits

Quorum and voting requirements

(B) Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be counted in the quorum has a Relevant Interest in it.

(C) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Directors in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:

(i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;

(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(iii) the giving to him of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(iv) the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements;

(v) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the Director is to participate;

(vi) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;

(vii) any contract concerning any other company (not being a company in which the Director has a Relevant Interest) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;

(viii) any contract concerning the adoption,

modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;

(ix) any contract for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and

(x) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors.

(D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

(E) Where a company in which a Director has a Relevant Interest is interested in a contract, he also shall be deemed interested in that contract.

(F) If any question shall arise at any meeting of the Directors as to the interest of a Director (other than the chairman of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any Director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of the Director’s interest (so far as it is known to him) has not been fairly disclosed to the Directors. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by a resolution of the Directors (for which purpose the chairman of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the Directors.

(G) Subject to these articles, the Directors may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the Directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company. Subject to these articles, a Director may also vote on and be counted in the quorum in relation to any of such matters.

General

(i) a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and

(ii) a conflict of interest include a conflict of interest and duty and a conflict of duties.

(B) The Company may by ordinary resolution suspend or relax the provisions of Articles 102- 105 to any extent or ratify any contract not properly authorised by reason of a contravention of such articles.

Powers and duties of the Directors

General powers of Company vested in Directors

Establishment of local boards

Powers of attorney

Delegation to individual Directors

Registers

Power to borrow money and give security

(B) For the purposes of this article:

(i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured and, save as excluded in paragraphs (a) to (e) below, shall be deemed to include those items comprised in “financial liabilities” in the latest published audited consolidated accounts of the Unilever Group, but shall be deemed to exclude:

(a) moneys owed by the Company to any subsidiary;

(b) moneys owed by any subsidiary to another subsidiary or from the Company;

(c) moneys owed by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees;

(d) moneys owed by a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary and deducting therefrom an amount equal to:

(I) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding; and

(II) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.

(e) any lease liabilities of any member of the Unilever Group; and

(f) any derivatives entered into by any member of the Unilever Group which do not relate to borrowings of a member of the Unilever Group,

and no amount shall be taken into account more than once in the same calculation but subject thereto paragraphs (a) to (f) above shall be read cumulatively.

(ii) “Adjusted Capital and Reserves” means the aggregate for the Unilever Group of:

(a) the amount paid up or credited as paid up on the issued share capital of the Company,

(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account and retained profit, and

(c) the amounts standing as attributed to non-controlling interests, all as shown in the latest published audited consolidated accounts of the Unilever Group provided always that appropriate adjustments shall be made in respect of any variation in the paid-up share capital or in the share premium account of the Company since the date of such audited consolidated accounts.

(iii) “Unilever Group” means the Company and its subsidiaries and subsidiary undertakings.

(C) The determination of an independent firm of internationally-recognised accountants engaged by the Company for the purposes of this Article as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation such accountants may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.

No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.

Pensions

Provision for employees

Proceedings of the Directors

Meetings of Directors

Notice of meetings

Quorum

Effect of vacancies in number of Directors

Power to appoint chairman

Competence of meetings

Voting

In this article references to in writing include the use of communication by electronic means subject to such terms and conditions as the Directors may decide.

Delegation to committees

(B) Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors.

(C) The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.

Delegation to Chief Executive Officer

Participation in meetings by telephone

Resolution in writing

Validity of acts of Directors or committee

Minutes to be made

(A) of the names of the Directors present at each meeting of the Directors or committee of the Directors, and

(B) of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors.

Seals

Use of seals

Dividends and other payments

Application of profits

FIRST to the payment of a dividend for such period at the rate of 5 per cent per annum on the capital paid up or credited as paid up on the Ordinary Shares. SECONDLY to the payment of a dividend for such period at the rate of 5 per cent per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ of the first part, the Company of the second part and ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ Lever ▇▇▇▇▇▇▇▇ of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.

THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent per annum on the capital paid up or credited as paid up on the Ordinary Shares.

LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.

Declaration of dividends

Interim dividends

Dividends to be paid according to amounts paid up on shares

(A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share, and

(B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

Debts may be deducted

Dividend not to bear interest against the Company

Payment procedures

Unclaimed dividends

Dividends in specie

Capitalisation of profits

Power to capitalise profits

Scrip dividends

(A) An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.

(B) The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount that such holder would have received by way of dividend. For this purpose “relevant value” shall be calculated by reference to the average of the middle market quotations for the Company’s Ordinary Shares on the London Stock Exchange plc as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.

(C) The Directors, after determining the basis of allotment, may notify the holders of Ordinary Shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective.

(D) The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.

(E) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (“the elected Ordinary Shares”) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.

(F) The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue except that they will not be entitled to participate in the relevant dividend.

(G) Unless the Directors otherwise determine, or unless the uncertificated securities rules and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) or in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election).

Settlement of difficulties in distribution on capitalisation of profits

Record dates and accounting records

Record dates

Inspection of records

Service of notices and other documents

Service of notices

Members resident abroad

When notice deemed served

Any notice or document sent by the Company using electronic means shall be deemed to have been received on the day following that on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed. Any notice, document or other information served, sent or supplied by the Company by any other means authorised in writing by the member concerned shall be deemed to have been received when the Company has carried out the action it has been authorised to take for that purpose.

Service of notice to person entitled by transmission

Notice when post not available and notice given by advertisement

(B) Any notice to the bearer of a warrant or to any other person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears.

Destruction of documents

Consequences of destruction of documents

(A) any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation; or

(B) any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the instruction or notification was recorded by the Company; or

(C) any instrument of transfer of shares which has been registered at any time after a period of six years has elapsed from the date of registration; or

(D) any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it, and the Company destroys the document in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrefutably in favour of the Company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer so destroyed was a valid and effective instrument of transfer and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the Company were correctly recorded. Nothing contained in this article shall be construed as imposing upon the Company any liability by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.

Winding-up

Order of priority in winding-up

INDEMNITY

Indemnification of Directors

Cross-border merger

Overseas Shareholders

(B) If, in respect of any Overseas Shareholder, the Company is advised that the allotment and/or issue of New PLC Shares (or any interest therein) pursuant to the Cross-Border Merger to such holder would or may infringe the laws of another jurisdiction or would or may require the Company to comply with any governmental or other consent or any registration, filing or other formality with which the Company is unable to comply or compliance with which the Company regards as unduly onerous then, conditional upon the approval of the High Court of Justice in England and Wales of the Cross-Border Merger and if the Company (in its sole discretion) so elects then immediately following the Cross- Border Merger becoming effective on the CBM Effective Date, all New PLC Shares which have been issued to such Overseas Shareholders (or such interests therein) shall be transferred to a person appointed by the Company and resident in the United Kingdom, or the Netherlands (the “Interim Holder”) to hold such shares for the benefit of such Overseas Shareholder.

(C) All New PLC Shares (or interests therein) transferred to the Interim Holder, pursuant to paragraph (B), shall, as soon as practicable following the CBM Effective Date, be sold.

(D) Any sale under paragraph (C) above shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to the relevant Overseas Shareholder as soon as practicable after the Interim Holder receives such proceeds. Such payment shall be in full satisfaction of the rights of such Overseas Shareholder to receive New PLC Shares (or interests therein).

(E) To give effect to any transfer or sale pursuant to this article, the Interim Holder shall be authorised as attorney and/or agent on behalf of the Overseas Shareholder concerned and shall be authorised to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer and to give such instructions and to do all other things which he or she may consider necessary or expedient in connection with any such transfer or sale, and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by the relevant Overseas Shareholder. In the absence of fraud neither the Company nor the Interim Holder shall have any liability for any determination made pursuant to this article or for any loss or damage arising as a result of the timing or terms of any transfer or sale pursuant to this article.

Mandatory Transfer

(B) Upon the Mandatory PLC Share Transfer, the Mandatory Transferee shall become the registered holder of such New PLC Shares and shall hold such New PLC Shares on the terms set out in the PLC Deposit Agreement dated 1 July 2014 by and among PLC, the PLC ADS Depositary, and the holders and beneficial owners of American depositary shares issued thereunder.

(C) As soon as practicable after the Mandatory PLC Share Transfer to the Mandatory Transferee, the Company will procure that the PLC ADS Depositary issues such number of new PLC ADSs (representing the New PLC Shares that have been transferred to the Mandatory Transferee pursuant to the Mandatory PLC Share Transfer) calculated in accordance with the CBM Exchange Ratio to Cede & Co. (as nominee for the Depositary Trust Company) for the crediting of the accounts of the former holders of the NV NYRSs with interests in such new PLC ADSs.

(D) The Mandatory PLC Share Transfer shall be effected by means of a form or forms of transfer or other instrument(s) or instruction(s) of transfer and, to give effect to such transfer(s), any person may be appointed by the Company as attorney and/or agent on behalf of Cede & Co. (as nominee for the Depositary Trust Company) and shall be authorised to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer and to give such instructions and to do all other things which he or she may consider necessary or expedient in connection with any such transfer, and every form, instrument or instruction of transfer so executed shall be as effective as if it had been executed by Cede & Co. (as nominee for the Depositary Trust Company). In the absence of bad faith or wilful default, neither the Company nor the Mandatory Transferee shall have any liability for any determination made pursuant to this article or for any loss or damage arising as a result of the timing or terms of any transfer pursuant to this article.

That subject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for:

£30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each,

£15,655,173 8 per cent. Cumulative A Preference Stock, 24,344,827 8 per cent. Cumulative A Preference Shares of £1 each,

£2,287,312 20 per cent. Cumulative Preferred Ordinary Stock,

24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each,

7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 each

and

2,150,000 Ordinary Shares of £10 each

by the cancellation pursuant to and for the purposes of the said Scheme of:

£1,500,000 20 per cent. Cumulative Preferred Ordinary Stock,

£3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock,

and

£8,500,000 Ordinary Stock

which three Stocks are beneficially held by Unilever Limited;

Upon the Petition of the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited whose Registered Office is situate at Port Sunlight in the County of ▇▇▇▇▇▇▇ on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap ▇▇▇▇ and United Holdings Limited the holders of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake ▇▇▇▇▇ Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the “London Gazette” and the “Times” Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the “London Gazette” and the “Times” Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of ▇▇▇▇▇▇▇ D’Arcy ▇▇▇▇▇▇ filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of ▇▇▇▇ ▇▇▇▇▇▇▇▇ filed the 11th August 1937 the joint and several Affidavit of ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ filed the 19th October 1937 the joint and several Affidavit of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to

And the said Naamlooze Vennootschap ▇▇▇▇ United Holdings Limited Blackfriars Nominees Limited British Oil & Cake ▇▇▇▇▇ Limited Unilever Naamlooze Vennootschap and “Mavibel” (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement and Amalgamation hereinafter sanctioned

This Court doth hereby sanction the Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said Petition subject to the modifications approved by the Court on the hearing of the said Petition which Scheme of Arrangement and Amalgamation as so modified and sanctioned is set forth in the First Schedule hereto

And this Court doth order that the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act

And the Court doth hereby approve the Minute set forth in the Second Schedule hereto

And it is ordered that this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the above-named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order

And it is ordered that Notice of the Registration by the Registrar of Companies of this Order so far as it confirms the reduction of the capital of the said Lever Brothers, Limited and of the said Minute be published once in the “London Gazette” and in the “Times” Newspaper within ten days after such Registration

And it is ordered that the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in ▇▇▇▇▇▇▇▇ for an Order or orders under Section 154 of the above-mentioned Act as there may be occasion

▇▇▇▇▇▇ ▇▇▇▇▇▇▇,

Registrar

Seal

15th November, 1937.

The capital of Lever Brothers, Limited was by virtue of a Special Resolution of the Company and with the sanction of an Order of the High Court of Justice dated the 15th day of November, 1937, reduced from £130,000,000 to £117,000,000, divided into £30,762,082 Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173 A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312 Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each, 7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary Shares of £10 each.

At the date of the registration of this Minute, none of the said shares had been issued.

By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited and its respective Stockholders and the Company sanctioned by the said Order and of a Special Resolution passed by the Company, the capital of the Company on the registration of this Minute is £141,418,750, divided into £30,762,082 Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred Ordinary Stock, 9,237,918 Preference Shares of £1 each, 24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued.

(a) the capital of the Company be increased to its former amount of £141,418,750 by the creation of the appropriate number of Ordinary Shares of 5s. each.

(b) the 7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and Shares be redesignated as 7 per cent. First Cumulative Preference Stock and Shares, 5 per cent. First Cumulative Preference Stock and Shares, 8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent. Third Cumulative Preferred Ordinary Stock and Shares respectively.

In the Matter of UNILEVER LIMITED and In the Matter of THE COMPANIES ACT, 1948

Upon the Petition of the above-named Unilever Limited (hereinafter called “the Company”) whose registered office is situate at Port Sunlight Birkenhead in the County of ▇▇▇▇▇▇▇ on the 26th September 1966 preferred unto this Court

And Upon Hearing Counsel for the Company

And Upon Reading the said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent. Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ of Blackfriars filed respectively the 11th July 1966 and the 27th September 1966 the two joint Affidavits of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of ▇▇▇▇▇▇▇ Lysberg ▇▇▇▇▇▇ and the Affidavit of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ both filed the 27th September 1966 and the Exhibits in the said ▇▇▇▇▇▇▇▇▇▇ respectively referred to

This Court doth hereby sanction the Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto

And this Court doth order that the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act

And the Court doth hereby approve the Minute set forth in the Second Schedule hereto

And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute

And it is ordered that notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the said Minute be published once in The Times newspaper within 21 days after such registration

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,

Registrar

The Scheme

Creation of New Loan

Stock (a) The Company shall create New Loan Stock up to £62,695,050 in aggregate nominal amount as follows:–

(i) up to £60,335,050 7³⁄₄ per cent. Unsecured Loan Stock 1991/2006;

(ii) up to £2,360,000 5¹⁄₂ per cent. Unsecured Loan Stock 1991/2006.

(b) The New Loan Stock shall be constituted by a Trust Deed between the Company of the one part and The Law Debenture Corporation, Limited as trustees of the other part and shall contain or incorporate provisions to the effect of those set forth in Appendix A to this Scheme and shall be in the form of the draft already prepared and subscribed for the purposes of identification by ▇▇▇▇▇▇▇▇▇ and May, Solicitors, with such modifications and additions, if any, as may prior to the execution thereof be approved by the Company and the Trustees.

Reduction of Share Capital

(b) Forthwith upon the said reduction of capital taking effect the share capital of the Company shall be increased to its former amount by the creation of Ordinary Shares of 5s. each.

Allotment of New Loan Stock

Table

(b) No holder of any of the assented Preferential Stock shall be entitled to be allotted any fraction of £1 of New Loan Stock but any fractional amounts to which but for this provision holders of assented Preferential Stock would have been entitled shall be aggregated and allotted to the Secretary of the Company or to some person or persons nominated by him upon trust to sell the same and the Company shall distribute the net proceeds of such sale to the persons entitled thereto.

(c) The amount of 7³⁄₄ per cent. Unsecured Loan Stock to be allotted to a holder of assented Preferential Stock of two or more classes and the fractional entitlement, if any, of any such holder shall be determined by aggregating the amounts of 7³⁄₄ per cent. Unsecured Loan Stock which, but for the provisions of paragraph (b) of this Clause, would have been allotted to such holder.

Dividends and Interest

(b) The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June, 1966.

(c) Each mandate in force at the close of business on the day immediately preceding the Effective Date relating to the payment of dividends on assented Preferential Stock shall unless and until revoked be deemed as from such date to be a valid and effective mandate to the Company in relation to interest on the corresponding New Loan Stock.

Notice of Non-Assent

(b) Every such notice shall be signed (or in the case of a body corporate executed under its Common Seal, if any) by the holder or, in the case of joint holdings, all the holders of the Preferential Stock concerned and sent or delivered to the Joint Registrars of the Company accompanied by the relative stock certificate or certificates so as to be received by the Joint Registrars on or before the 19th September, 1966, or posted before the 19th September, 1966 and received by the said Joint Registrars on or before the 27th September, 1966. Modification of Rights attached to Classes of Share Capital

(b) From and after the Effective Date the rights set forth in Appendix B to this Scheme shall be attached to the non-assented Preferential Stock in substitution for and to the exclusion of those rights now set forth in paragraph (viii) of Article 9 of the Articles of Association of the Company.

(c) Nothing in this Scheme contained shall prevent the alteration or variation of any rights attached to any Stock or Shares in the capital of the Company or any provision in the Articles of Association of the Company in any manner for the time being authorised by law or by such Articles.

Certificates for New Loan Stock and Cash Payments

(b) All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission.

All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby.

The Effective Date

Fundamental Condition

Provisions relating to New Loan Stock

The 5¹⁄₂ per cent. Unsecured Loan Stock 1991/2006 (“the 5¹⁄₂

per cent. Stock”) and the 7³⁄₄ per cent. Unsecured Loan Stock 1991/2006 (“the 7³⁄₄ per cent. Stock”) – together referred to herein as “the Stocks” – will be created by a Resolution of the Board of Directors and will be constituted by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees. The Trust Deed will contain provisions, inter alia, to the following effect:–

The 5¹/₂ per cent. Stock will not exceed £2,360,000; the 7³/₄ per cent. Stock will not exceed £60,335,050.

The 5¹⁄₂ per cent. Stock and the 7³⁄₄ per cent. ▇▇▇▇▇ will carry interest respectively at the rates of 5¹⁄₂ per cent. and 7³⁄₄ per cent. per annum, payable half-yearly on 30th June and 31st December. The first payment of interest will be made on 31st December, 1966 and will amount to £2 15s. 0d. (less income tax) per £100 nominal of the 5¹⁄₂ per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 7³⁄₄ per cent. Stock.

(a) The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest.

(b) The Company will be entitled to redeem the whole or any part, to be selected by drawings, of the Stocks at par plus accrued interest on or at any time after 30th June, 1991, on giving not less than three months’ notice in writing.

(c) The Company may at any time purchase any part of the Stocks on any recognised Stock Exchange or by tender (available to all Stockholders of the particular Stock alike) at any price or by private treaty at a price not exceeding par in the case of the 5¹⁄₂ per cent. Stock and £105 per cent. in the case of the 7³⁄₄ per cent. Stock (exclusive in each case of expenses and accrued interest) but not otherwise.

(d) The Company may exercise its rights and powers of redemption and purchase as regards the 5¹⁄₂ per cent. Stock and the 7³⁄₄ per cent. Stock at its sole discretion and without obligation to maintain any ratio between the amounts for the time being outstanding of either of such series.

(e) All stock purchased or redeemed shall be cancelled and shall not be available for re-issue.

(A) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined below).

(B) The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment) outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether

secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed a sum equal to two thirds of the adjusted total of capital and reserves.

For the purposes of the provisions of (A) and (B) above relating to borrowing:–

(i) the principal amount (together with any premium payable on final repayment) of any debentures within the meaning of Section 455 of the Companies Act, 1948 issued by the Company or any of its subsidiaries shall (unless otherwise taken into account) be deemed to be borrowings;

(ii) the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings;

(iii) the nominal amount of any issued share capital and the principal amount of any borrowings (together in each case with any premium on redemption or repayment) the repayment whereof is guaranteed by the Company or by any of its subsidiaries shall be deemed to be borrowings by the guaranteeing company unless otherwise taken into account;

(iv) any borrowings of the Company or any of its subsidiaries for the express purpose of repaying the whole or any part of any borrowings of the Company or any of its subsidiaries for the time being outstanding (including any premium on redemption or repayment) and taken into account and applied for that purpose within four months of such borrowing shall pending application for such purpose within such period be deemed not to be borrowings;

(v) the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary;

(vi) in the case of a subsidiary, part of whose equity share capital is held otherwise than by the Company or another subsidiary, the proportion of the total amounts borrowed by such subsidiary which is borrowed otherwise than from the Company or another subsidiary which corresponds to the proportion of the total nominal amount of the issued equity share capital of such subsidiary held otherwise than by the Company or another subsidiary shall be deemed not to be borrowings.

The expression “the adjusted total of capital and reserves” means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:–

(i) adjusted as may be appropriate to take account of (a) any increase in or reduction of the issued and paidup share capital or the share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall

have been made up and any distributions (other than normal preference dividends and interim dividends paid in each case out of profits earned since such date) in cash or specie made from such reserves or profit and loss account since such date and (b) any subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be subsidiaries and any companies which will become subsidiaries as a result of the transaction in relation to which the calculation falls to be made;

(ii) excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation;

(iii) after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property) incorporated as an asset in such balance sheet (as adjusted);

(iv) excluding any amounts attributable to minority interests in subsidiaries;

(v) after making such other adjustments (if any) as the Auditors of the Company may consider appropriate.

The Stocks will each be registered and transferable in amounts and multiples of £1.

The provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock.

The Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events.

On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent. Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Company’s Auditors of the means of the daily quotations at which the said Preference Shares and Preferred Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. “The relevant date” means in the case of a compulsory winding-up the commencement of the windingup and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets.

The capital of Unilever Limited was by virtue of a Special Resolution and a Scheme of Arrangement sanctioned by an Order of the High Court of Justice dated the 24th day of October 1966 reduced from the former capital of £141,418,750 divided into £35,984,690 7 per cent. Cumulative Preference Stock, £2,360,000 5 per cent. Cumulative Preference Stock, £15,661,749 8 per cent. Cumulative A Preference Stock, £2,287,312 20 per cent. Cumulative Preferred Ordinary Stock, 1,655,310 5 per cent. Cumulative Preference Shares of £1 each, 24,338,251 8 per cent. Cumulative A Preference Shares of £1 each, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock to £64,274,506 divided into £3,502,564 7 per cent. Cumulative Preference Stock, £172,382 5 per cent. Cumulative Preference Stock, £1,218,546 8 per cent. Cumulative A Preference Stock, £249,576 20 per cent. Cumulative Preferred Ordinary Stock, 236,125,752 Ordinary Shares of 5s. each and £100,000 Deferred Stock. At the date of the registration of this Minute 181,348,592 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 308,576,976 Ordinary Shares of 5s. each.

That

(a) the capital of the Company be reduced from £141,418,750 to £135,170,274, such reduction to be effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares of 25p each, being that part of the holding of Ordinary Shares in the capital of the Company registered in the names of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, The Right Honourable ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Third Viscount ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, which is held by them as Trustees of the Will of the First Viscount ▇▇▇▇▇▇▇▇▇▇ in the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and

(b) forthwith upon such reduction of capital taking effect, the authorised capital of the Company be increased to its former amount of £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.

CHANCERY DIVISION

▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

FO. 228 C1

Tuesday the 24th Day of January, 1984

In the Matter of UNILEVER PLC

and

In the Matter of THE COMPANIES ACT 1948

Upon the Petition of the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court

And upon hearing Counsel for the Petitioner

And upon reading the said ▇▇▇▇▇▇▇▇ (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ filed the 15th December, 1983 the Affidavit of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and “The Times” Newspaper of the 14th January, 1984 (containing a notice of the presentation of the said ▇▇▇▇▇▇▇▇ and that the same was appointed to be heard this day)

This Court doth order that the reduction of the capital of the said Company from £141,418,750 to £135,170,274 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act.

And the Court doth hereby approve the Minute set forth in the Schedule hereto

And it is ordered that this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute

And it is ordered that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in “The Times” newspaper within 21 days after such registration.

▇▇▇▇ ▇▇▇▇▇▇▇▇,

Registrar

The Capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated the 24th January, 1984 reduced from £141,418,750 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 544,702,728 Ordinary Shares of 25p each and £100,000 Deferred Stock to £135,170,274 divided into £3,502,564 7 per cent First Cumulative Preference Stock £172,382 5 per cent First Cumulative Preference Stock £1,218,546 8 per cent Second Cumulative Preference Stock £249,576 20 per cent Third Cumulative Preferred Ordinary Stock 519,708,824 Ordinary Shares of 25p each and £100,000 Deferred Stock At the date of the registration of this Minute 158,073,358 of the said Ordinary Shares have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued. By virtue of a Special Resolution of the Company to take effect forthwith upon the said reduction of capital taking effect the capital of the Company has been increased to £141,418,750 by the creation of 24,993,904 Ordinary Shares of 25p each.

of Order of Court and Minute on reduction of Capital

Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 24th January, 1984.

Now therefore

I hereby Certify

that the said Order and Minute approved by the Court were registered pursuant to section 69 of the Companies Act, 1948, on the 27th January, 1984.

Given under my hand at Cardiff the 14th February, 1984

▇. ▇. ▇▇▇▇▇▇,

An Authorised Officer

That subject to the consent of the holders of the Company’s 7 per cent. First Cumulative Preference Stock, 5 per cent. First Cumulative Preference Stock, 8 per cent. Second Cumulative Preference Stock and 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each given by extraordinary resolutions as provided in Article 11 of the Company’s Articles of Association, the authorised capital of the Company be reduced from £141,418,750 to £136,275,682 and that such reduction be effected by returning the whole of the capital paid up on the £3,502,564 7 per cent.

First Cumulative Preference Stock together with a premium of 7p per £1 nominal of such Stock, 78p of the capital paid up on each £1 nominal of the £172,382 5 per cent. First Cumulative Preference Stock, the whole of the capital paid up on the £1,218,546 8 per cent. Second Cumulative Preference Stock together with a premium of 14p per £1 nominal of such Stock and the whole of the capital paid up on each of the 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares together with a premium of 40p per share and cancelling and extinguishing all the said Preference Stocks and Preferred Shares.

That this Class Meeting of the holders of the 7 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January, 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.

That this Class Meeting of the holders of the 5 per cent. First Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the

holders of the said Stock.

That this Class Meeting of the holders of the 8 per cent. Second Cumulative Preference Stock in the capital of the Company hereby consents on behalf of all the holders of such Stock to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Stock which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Stock.

That this Class Meeting of the holders of the 20 per cent. Third Cumulative Preferred Ordinary Shares in the capital of the Company hereby consents on behalf of all the holders of such Shares to the reduction of the capital of the Company on the terms set out in the Special Resolution contained in the Notice dated the 16th day of December 1988 convening the Extraordinary General Meeting of the Company for 23rd January 1989 (a copy of such notice having been produced to this Meeting and for the purposes of identification signed by the Chairman thereof) and sanctions any variation of the rights and privileges attached to the said Shares which is effected or authorised by the said resolution or is involved therein to the intent that such resolution shall be binding on all the holders of the said Shares.

CHANCERY DIVISION

COMPANIES COURT

▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Monday the 27th day of February 1989

In the Matter of UNILEVER PLC

and

In the Matter of THE COMPANIES ACT 1985

Upon the Petition of the above-named Unilever PLC

(hereinafter called “the Company”) whose registered office

is situate at Port Sunlight Wirral Merseyside L62 4ZA

And Upon Hearing Counsel for the Company

And Upon Reading the documents recorded on the Court

File as having been read

It is ordered that the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed.

And the Court approves the Minute set forth in the Schedule hereto

AND IT IS FURTHER ORDERED

“The capital of Unilever PLC was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 27th day of February 1989 reduced from £141,418,750 (divided into £3,502,564 7 per cent. First Cumulative Preference Stock £172,382 5 per cent. First Cumulative Preference Stock £1,218,546 8 per cent. Second Cumulative Preference Stock 998,304 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock) to £136,275,682 (divided into 2,723,513,640 Ordinary Shares of 5p each and £100,000 Deferred Stock). At the date of the registration of this Minute 794,082,087 Ordinary Shares of 5p each have been issued and are deemed to be fully paid and none of the remaining Ordinary Shares has been issued”.

That all the fully paid Shares in the capital of the Company now issued and outstanding be converted into Stock and that all Shares in the capital of the Company at present unissued be converted into Stock as and when the same are issued and are fully paid up.

That this separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Company’s Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers & Unilever N.V. of the one part and the Company of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement.

That the whole of the issued Ordinary Stock in the capital of the Company be re-converted into fully paid Ordinary Shares of 5s. 0d. each and that each of the unissued Ordinary Shares of £1 each in the capital of the Company be sub-divided into four Ordinary Shares of 5s. 0d. each.

That as from the date of the passing of this Resolution the provisions of the Resolutions passed on the 18th June, 1931, and the 12th October, 1937, that all unissued Shares in the capital of the Company be converted into Stock as and when the same are issued and are fully paid up, shall cease to apply to the Ordinary Share capital of the Company.

That the £249,576 20 per cent. Third Cumulative Preferred Ordinary Stock in the capital of the Company be re-converted into 998,304 fully paid 20 per cent. Third Cumulative Preferred Ordinary Shares of 25p each.

That

“1 The name of the Company is “Unilever PLC”.”

“2 The registered office of the Company will be situated in England and Wales.”

That the Memorandum of Association of the Company be altered by deleting the present Clause 3 and substituting for it the Clause 3 set out in the document which accompanied the notice of this meeting.

That with effect from and including 29th June, 1987, the 544,702,728 Ordinary Shares of 25p each in the capital of the Company be sub-divided into 2,723,513,640 Ordinary Shares of 5p each.

That with effect from and including 29th June, 1987, the draft regulations contained in the printed document submitted to the meeting and for the purposes of identification signed by the Chairman thereof, be approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.

That the Articles of Association of the Company be altered as follows:

‘No modification of the terms of the said Agreement shall be made without the previous sanction of

The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the Ordinary Shares present in person or by proxy, but so that if at any adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.’;

‘5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be provided by these articles.’;

‘9 (i) On the 3rd May, 1989 the authorised capital of the Company is £136,275,682, divided as follows: 2,723,513,640 Ordinary Shares of 5p each. 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.

‘(D) Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.’;

‘135 The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following:

FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ of the first part, the Company of the second part and ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ Lever ▇▇▇▇▇▇▇▇ of the third part and Deeds supplemental thereto on the nominal amount of the then issued and outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.

THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.

FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares.

LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.’;

‘156 If the Company shall be wound-up, the assets available for distribution amongst the members shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.’

That the Articles of Association of the Company be altered by deleting in article 145(a) the word ‘beginning’ and substituting therefor the words ‘expiry of two months following the conclusion’.

That the Articles of Association of the Company be altered by deleting article 117 and substituting therefor the following:

‘117 (A) The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company.

(B) For the purposes of this article

(i) “Borrowings” means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:–

(a) borrowings by the Company from any subsidiary

(b) borrowings by any subsidiary from another subsidiary or from the Company

(c) borrowings by any subsidiary in its capacity as a trustee of any pension or other fund for the benefit of employees

(d) borrowings of a company which becomes a subsidiary hereafter for a period of twelve months from the date it becomes a subsidiary

and deducting therefrom an amount equal to:–

(e) the principal amount of any obligations, whether secured or unsecured, issued by the Company or any subsidiary the proceeds of which are intended to be used within six calendar months in repayment of other borrowings of the Company or such subsidiary then outstanding, and

(f) all cash deposits, certificates of deposit and securities of governments and companies and similar instruments owned by the Company or any of its subsidiaries.

(ii) “Adjusted Capital and Reserves” means the aggregate of:–

(a) the amount paid up or credited as paid up on the issued share capital of the Company,

(b) the amounts standing to the credit of the capital and revenue reserves, including share premium account, plus the balance at the credit of profit and loss account (or minus the amount, if any, standing to the debit of such account), and

(c) the amounts standing as attributed to outside interests.

all as shown in the latest published audited consolidated accounts of the Company and its subsidiaries Provided always that appropriate adjustments shall be made in respect of any variation in the paid up share capital or in the share premium account of the Company since the date of such audited accounts and Provided Further that in arriving at the said aggregate there shall be added back amounts equal to:–

(d) the premium arising on consolidation of acquired subsidiaries, associated companies and businesses which, as at the date of calculation, have been written off against the consolidated reserves of the Company and its subsidiaries in accordance with United Kingdom accounting practices provided that the Company shall not have sold its interest in such subsidiaries, associated companies and businesses at the date of calculation, less a sum equal to amortisation of such premiums over 40 years on a straight line basis.

(e) any provision made for deferred taxation in excess of the amount required to be provided by United Kingdom accounting practices.

(C) The determination of the auditors as to the amount of Borrowings and Adjusted Capital and Reserves shall be conclusive and binding on all concerned and for the purposes of their computation the auditors may make such other adjustments as they deem fit. Nevertheless, for the purposes of this article the Directors may at any time act in reliance on a bona fide estimate of the said aggregates and if the limit herein contained is inadvertently exceeded, the amount borrowed in excess of the limit shall be disregarded until the expiration of 182 days after the date on which the Directors became aware that the situation had arisen.

No debt incurred or security given in respect of moneys borrowed or secured in excess of the limit hereby imposed shall be invalid or ineffectual except in the case of express notice at the time the debt was incurred or the security given that the limit hereby imposed had been or was thereby exceeded.’

That the Articles of Association of the Company be and are hereby altered as follows:–

‘(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and

(x) the Agreement referred to in Article 3 or any matters arising thereout.’

‘158. Indemnity of Officers

Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain for any Director or other officer or auditor insurance against any liability. Subject to these provisions, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred by him as a Director or other officer of the Company, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.’

That the Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following:–

‘127. Delegation to Committees

That the Articles of Association of the Company be and are hereby altered as follows:–

‘Execution of share certificates

‘Participation in meetings by telephone

‘Payment procedures

That the Articles of Association of the Company be and are hereby altered as follows:–

‘Cessation of sending dividend payments

‘Use of seals

That the Articles of Association of the Company be and are hereby altered as follows:–

‘Adjournments and notice of adjournment

No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place.

(B) When a meeting is adjourned for three months or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Except where these articles otherwise require, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.’

‘Security and other arrangements at general meetings

In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the “Principal Place”) at which the chairman of the meeting shall preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article.

Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place.

The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the Principal Place shall be subject to such arrangements as may be for the time being in force whether stated in the notice of the meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.’

That the Articles of Association of the Company be and are hereby altered as follows:–

“the Uncertificated Securities Regulations” means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders, regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;’

‘Evidence of Title to Shares’

‘Uncertificated shares

(B) In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(i) the holding of shares of that class in uncertificated form;

(ii) the transfer of title to shares of that class by means of a relevant system; and

(iii) any provision of the Uncertificated Securities Regulations.

(C) Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

Certificated shares

(d) by deleting Article 34 and substituting therefor the following:

‘Transfer

(i) any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates

the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

(ii) any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.’

(i) ‘certificated’ between the words ‘a’ and ‘share’ in the first line;

(ii) ‘concerned’ between the words ‘share’ and ‘until’ in the third line.

‘Right to decline to register transfer of partly paid shares’

‘Further rights to decline to register transfer

(B) The Directors may decline to register any transfer of a certificated share unless:–

(i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer,

(ii) the instrument of transfer is in respect of only one class of share, and

(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.’

“or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received” between the words ‘lodged’ and ‘send’ in the second line.

‘Election of person entitled by transmission

shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.’

‘Issue of shares on surrender of share warrants’

‘(i) the shares are in certificated form,’

The former sub-paragraphs (i) to (v) become subparagraphs (ii) to (vi).

(ii) by inserting the following words:

(a) ‘either in certificated or uncertificated form’ between the words ‘issue’ and ‘throughout’ in the first line of the former sub-paragraph (i);

(b) ‘or by the transfer of funds by means of a relevant system’ between the words ‘shares’ and ‘at’ in the fourth line of the former sub-paragraph (ii).

(i) ‘including by means of a relevant system,’ between the words ‘payment’ and ‘for’ in the second line;

(ii) ‘or account’ between the words ‘address’ and ‘of’ in the eighth line;

(iii) ‘other’ between the words ‘such’ and ‘means’ in the tenth line.

‘Omission or non-receipt of notice

‘and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system’ between the words ‘media’ and ‘offered’ in the seventh line.

‘(g) Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) and in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election).’

‘The power to fix any such record date shall include the power to fix a time on the chosen date.’

(i) by deleting the word ‘other’ where it occurs in the first and sixth lines;

(ii) by inserting the following words:

‘or by means of a relevant system’ between the words ‘member’ and ‘or’ in the fourth line.

(i) by deleting the word ‘other’ where it occurs in the first and fifth lines;

(ii) by the addition of a final sentence:

‘Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the issuer-instruction relating to the notice.’

That each Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine.

That, conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:–

10,894,054,560 Ordinary Shares of 1.25p each 100,000 Deferred Shares of £1 each, all of which have been issued and are now represented by £100,000 Deferred Stock.

(ii) The Ordinary Shares of 1.25p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135 hereof.’

That, conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on listing of the Company’s new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange:

(ii) immediately thereafter every 112 of the issued Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a ‘New Ordinary Share’) on terms that fractional entitlements to such New Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and

(iii) immediately thereafter, every 112 of the authorised but unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share;

‘Capital

(ii) The Ordinary Shares of 1.4p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of Article 135 hereof’.

That the Articles of Association of the Company be altered by making the amendments set out in Appendix 2 to the Notice of this meeting.

Appendix 2: –

(i) the addition of the following definitions:

(a) “ “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications;”;

(b) “ “electronic signature” means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;”;

(ii) the insertion of the words “except by means of an electronic signature” after the words “executed under hand or under seal or by any other method”;

(iii) the insertion of as a new sub-paragraph the words: “references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing an electronic signature;”;

(iv) the insertion of the words “including by way of electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion” after the words “in a legible and non-transitory form”;

“References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.”

(i) by deleting the word “delivered” and inserting the word “received” in the seventh line;

(ii) by deleting the words “delivery of instruments appointing a proxy” and inserting the words “receipt of appointments of a proxy in writing which are not electronic communications” in the eighth line;

(iii) by deleting the words “an instrument of proxy” and inserting the words “such an appointment” in the ninth line;

(iv) by deleting the word “delivered” and inserting the word “received” in the tenth line;

“Appointment of proxies

An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it.

In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

“Receipt of proxies

The appointment of a proxy must:

“Validity of proxy

No appointment of a proxy shall be valid after twelve months have elapsed from the date of its receipt. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned.”;

(i) by deleting the words “Instruments of” and inserting the words “The appointment of a” in the first line;

(ii) by deleting the words “instrument of” and inserting the words “appointment of a” in the fourth line;

(iii) by deleting the words “instrument of” and inserting the words “appointment of a” in the seventh line;

“In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

“Resolution in writing

A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members.

In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.”;

(i) by deleting the word “executed” and inserting the word “signed” in the fourth line in sub-paragraph A;

(ii) by inserting the words “or received at” after the words “delivered to” in the fifth line in sub-paragraph A;

(iii) by deleting the word “Execution” and inserting the word “Signature” in the third line in sub-paragraph C;

(iv) by deleting the word “execution” and inserting the word “signature” in the fifth line in sub-paragraph C.”;

(i) by inserting the word “sent” after the word “on” in the first line;

(ii) by inserting the words “or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts” after the word “system” in the fifth line;

15 the amendment of article 151:

(i) by deleting the words “an address” and inserting the words “a postal address” in the third line;

(ii) by deleting the words “upon him at that address but, unless he does so” and inserting the words “on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom”;

(i) by deleting the words “by post” in the title;

(ii) by inserting the words “(other than an address for the purposes of electronic communications)” after the word “address” in the fifth line; and

(iii) by inserting a final paragraph: “Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.”

That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof.

Appendix 1, Part 2:–

(i) deleting the words “but does not include an Advisory Director or Advisory Directors” from the definition of “the Directors”, and

(ii) inserting the following definition in the relevant place in the alphabetical list: “Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;”;

“Entitlement to attend and speak

74 Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.”;

“Shareholding qualification

97 There shall be no requirement for any Director to hold shares in the capital of the Company.”;

“Persons eligible as Directors

101 No persons shall be eligible to be elected as Directors except such persons as shall:–

(A) have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and

(B) have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article.

Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of directors of Unilever N.V..”;

“Provisions if insufficient eligible persons elected

103 (A) If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but one, of the eligible persons nominated for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern but not for any other purpose.

(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general meeting or meetings.”;

“Non-Executive Directors

Those Directors who do not hold an employment or executive office with the Company pursuant to article 107 shall, in the execution of their duties and obligations as Directors, take into account the nature of their role as such non-executive directors (recognising that it is not a day-to-day involvement but a periodic and supervisory role) and as part of their role shall assist in the development of strategy and monitor the performance of the Company and the management.”;

“Directors’ Remuneration

109 Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.”;

“Delegation to Executive Committee

130 (A) Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with the Company pursuant to article 107 (for the purposes of this article “executive directors”) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee.

(B) The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to article 129.”;

That the Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting.

Appendix 2, Part 2:–

(i) inserting the words “(excluding any shares of that class held as treasury shares)” after the words “three-fourths of the issued shares of that class” and after the words “one-third of the capital paid up on the issued shares of the class” in paragraph (A) of that article, and

(ii) inserting the words “(but excluding any shares held as treasury shares)” after the words “one-half in nominal value of the entire issued share capital for the time being of the Company” in paragraph (C) of that article;

(i) inserting the word “and” at the end of paragraph (iv),

(ii) deleting “, and” at the end of paragraph (v) and inserting a full stop in its place, and

(iii) deleting paragraph (vi);

(i) inserting “: (i)” after the words “but so that, for the purposes of this article” in the article, and

(ii) deleting the full stop at the end of the article and inserting in its place the words “, and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.” at the end of the article;

(i) removing the words “or auditor” in the first sentence and the words “, and if the Directors so determine an auditor may be indemnified,” and “, or as auditor,” in the second sentence of the article, and

(ii) inserting a new sentence at the end of the article as follows: “For the purpose of this article the terms “Director” or “officer” shall include any former Director or officer of the Company.”; and