Unilever PLC
Proposal 01
TO RECEIVE AND CONSIDER THE ACCOUNTS AND BALANCE SHEET FOR THE YEAR ENDED 31 DECEMBER 2023, TOGETHER WITH THE DIRECTORS' REPORTS
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 02
TO CONSIDER AND, IF THOUGHT FIT, APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 WHICH IS SET OUT ON PAGES 116 TO 153 OF THE UNILEVER ANNUAL REPORT AND ACCOUNTS 2023 (EXCLUDING THE DIRECTORS' REMUNERATION POLICY WHICH IS SET OUT ON PAGES 119 TO 127 OF THE DIRECTORS' REMUNERATION REPORT)
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 03
TO CONSIDER AND, IF THOUGHT FIT, APPROVE THE DIRECTORS' REMUNERATION POLICY, THE FULL TEXT OF WHICH IS INCLUDED IN THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 AND SET OUT ON PAGES 119 TO 127 OF THE UNILEVER ANNUAL REPORT AND ACCOUNTS 2023
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 04
TO CONSIDER AND, IF THOUGHT FIT, APPROVE THE UNILEVER CLIMATE TRANSITION ACTION PLAN IN THE FORM PRODUCED TO THE MEETING
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 05
TO ELECT FERNANDO FERNANDEZ AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 06
TO RE-ELECT ADRIAN HENNAH AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 07
TO RE-ELECT ANDREA JUNG AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 08
TO RE-ELECT SUSAN KILSBY AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 09
TO RE-ELECT RUBY LU AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 10
TO ELECT IAN MEAKINS AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 11
TO ELECT JUDITH MCKENNA AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 12
TO RE-ELECT NELSON PELTZ AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 13
TO RE-ELECT HEIN SCHUMACHER AS A DIRECTOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 14
TO REAPPOINT KPMG LLP AS AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE MEMBERS
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 15
TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 16
THAT IN ACCORDANCE WITH SECTION 366 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL COMPANIES THAT ARE ITS SUBSIDIARIES AT ANY TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION IS EFFECTIVE BE AND ARE HEREBY AUTHORISED TO: A MAKE POLITICAL DONATIONS (AS SUCH TERM IS DEFINED IN SECTION 364 OF THE COMPANIES ACT 2006) TO POLITICAL PARTIES TO WHICH PART 14 OF THE COMPANIES ACT 2006 APPLIES AND INDEPENDENT ELECTION CANDIDATES TO WHOM PART 14 OF THE COMPANIES ACT 2006 APPLIES, NOT EXCEEDING GBP 100,000 IN AGGREGATE IN ANY FINANCIAL YEAR; B MAKE POLITICAL DONATIONS (AS SUCH TERM IS DEFINED IN SECTION 364 OF THE COMPANIES ACT 2006) TO POLITICAL ORGANISATIONS TO WHICH PART 14 OF THE COMPANIES ACT 2006 APPLIES OTHER THAN TO POLITICAL PARTIES (TO WHICH PART 14 OF THE COMPANIES ACT 2006 APPLIES) NOT EXCEEDING GBP 100,000 IN AGGREGATE IN ANY FINANCIAL YEAR; AND C TO INCUR POLITICAL EXPENDITURE (AS SUCH TERM IS DEFINED IN SECTION 365 OF THE COMPANIES ACT 2006) NOT EXCEEDING GBP 100,000 IN AGGREGATE IN ANY FINANCIAL YEAR; IN EACH CASE DURING THE PERIOD BEGINNING WITH THE DATE OF PASSING THIS RESOLUTION AND ENDING AT THE EARLIER OF THE CONCLUSION OF NEXT YEAR'S ANNUAL GENERAL MEETING OR AT CLOSE OF BUSINESS ON 30 JUNE 2025 PROVIDED THAT THE AGGREGATE EXPENDITURE UNDER PARTS (A), (B) AND (C) SHALL NOT EXCEED GBP 100,000 IN TOTAL
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 17
THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED PURSUANT TO AND IN ACCORDANCE WITH SECTION 551 OF THE COMPANIES ACT 2006 TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 25,946,666, SUCH AUTHORITY TO APPLY IN SUBSTITUTION FOR ALL PREVIOUS AUTHORITIES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 AND TO EXPIRE AT THE EARLIER OF THE CONCLUSION OF NEXT YEAR'S ANNUAL GENERAL MEETING OR AT CLOSE OF BUSINESS ON 30 JUNE 2025, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 18
THAT, SUBJECT TO THE PASSING OF RESOLUTION 17 ABOVE, THE DIRECTORS BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE COMPANIES ACT 2006) OR TO SELL TREASURY SHARES WHOLLY FOR CASH PURSUANT TO THE AUTHORITY GIVEN BY RESOLUTION 17 ABOVE IN EACH CASE: A IN CONNECTION WITH A PRE-EMPTIVE OFFER; AND B OTHERWISE THAN IN CONNECTION WITH A PRE-EMPTIVE OFFER, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,892,715; AS IF SECTION 561(1) OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT; PROVIDED THAT THIS AUTHORITY SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF NEXT YEAR'S ANNUAL GENERAL MEETING OR AT CLOSE OF BUSINESS ON 30 JUNE 2025, SAVE THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED AND TREASURY SHARES TO BE SOLD AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AND SELL TREASURY SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED. FOR THE PURPOSES OF THIS RESOLUTION: I. 'PRE-EMPTIVE OFFER' MEANS AN OFFER OF EQUITY SECURITIES OPEN FOR ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS TO: I HOLDERS (OTHER THAN THE COMPANY) ON THE REGISTER ON A RECORD DATE FIXED BY THE DIRECTORS OF ORDINARY SHARES IN PROPORTION TO THEIR RESPECTIVE HOLDINGS; AND II OTHER PERSONS SO ENTITLED BY VIRTUE OF THE RIGHTS ATTACHING TO ANY OTHER EQUITY SECURITIES HELD BY THEM; BUT SUBJECT IN BOTH CASES TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY; AND II. THE NOMINAL AMOUNT OF ANY SECURITIES SHALL BE TAKEN TO BE, IN THE CASE OF RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITIES INTO SHARES OF THE COMPANY, THE NOMINAL AMOUNT OF SUCH SHARES WHICH MAY BE ALLOTTED PURSUANT TO SUCH RIGHTS
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 19
THAT, SUBJECT TO THE PASSING OF RESOLUTION 17 ABOVE AND IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 18 ABOVE, THE DIRECTORS BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE COMPANIES ACT 2006) OR SELL TREASURY SHARES WHOLLY FOR CASH PURSUANT TO THE AUTHORITY GIVEN BY RESOLUTION 17 ABOVE AS IF SECTION 561(1) OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE SUCH AUTHORITY TO BE: A LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,892,715; AND B USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN TWELVE MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE; PROVIDED THAT THIS AUTHORITY SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF NEXT YEAR'S ANNUAL GENERAL MEETING OR AT CLOSE OF BUSINESS ON 30 JUNE 2025, SAVE THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED AND TREASURY SHARES TO BE SOLD AFTER THE AUTHORITY GIVEN BY THIS RESOLUTION HAS EXPIRED AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AND SELL TREASURY SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED. FOR THE PURPOSES OF THIS RESOLUTION, THE NOMINAL AMOUNT OF ANY SECURITIES SHALL BE TAKEN TO BE, IN THE CASE OF RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITIES INTO SHARES OF THE COMPANY, THE NOMINAL AMOUNT OF SUCH SHARES WHICH MAY BE ALLOTTED PURSUANT TO SUCH RIGHTS
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 20
THAT THE COMPANY BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSE OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE ONE OR MORE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE COMPANIES ACT 2006) OF ORDINARY SHARES OF 31/9P EACH IN THE CAPITAL OF THE COMPANY, SUBJECT TO THE FOLLOWING CONDITIONS: A THE MAXIMUM NUMBER OF SHARES WHICH MAY BE HEREBY PURCHASED IS 250,200,000 ORDINARY SHARES; B THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS 31/9P; AND C THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS NOT MORE THAN THE HIGHER OF: (I) 5% ABOVE THE AVERAGE MARKET VALUE OF AN ORDINARY SHARE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THAT ORDINARY SHARE IS CONTRACTED TO BE PURCHASED; AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT. THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF NEXT YEAR'S ANNUAL GENERAL MEETING OR AT CLOSE OF BUSINESS ON 30 JUNE 2025, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY ENTER INTO ANY CONTRACT UNDER WHICH A PURCHASE OF ORDINARY SHARES MAY BE COMPLETED OR EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND THE COMPANY MAY PURCHASE ORDINARY SHARES IN PURSUANCE OF SUCH CONTRACT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 21
THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 22
THAT, WITH EFFECT FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING, THE DRAFT ARTICLES OF ASSOCIATION OF THE COMPANY IN THE FORM PRODUCED TO THE MEETING AND SIGNED BY THE CHAIR OF THE MEETING FOR THE PURPOSE OF IDENTIFICATION BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE COMPANY'S EXISTING ARTICLES OF ASSOCIATION
Caisse vote:
For
Applicable policy or principle:
PC_00