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Control of Unilever Combined earnings per share Because of the Equalisation Agreement and the other arrangements between NV and PLC we calculate combined earnings per share for NV and PLC, and show the figure in both guilders and sterling. (See note 30 on pages 90 and 91). We base the calculation on the average amount of NV and PLC’s ordinary capital in issue during the year. For the main calculation we exclude shares which have been purchased to satisfy employee share options. We also calculate a diluted earnings per share figure, where we include these shares. The process by which we calculate earnings per share is as follows. First we convert the average capital of NV and PLC into units using the formula in the Equalisation Agreement: one unit equals 10.71 NV shares or 71.43 PLC shares. We add these together to find the total number of units of combined share capital. Then the amount of net profit which is attributable to ordinary capital, in guilders and in sterling, is divided by this total number of units to find the amount per combined unit in both currencies. Finally we convert the combined unit back into NV and PLC ordinary shares, to show the amount per one share of each. The amount per unit is divided by 10.71 to find the amount per Fl. 1.12 share, and by 71.43 to find the amount per 1.4p share. Despite the Equalisation Agreement, NV and PLC are independent corporations, and are subject to different laws and regulations on paying dividends in the Netherlands and the United Kingdom. We assume in our combined earnings per share calculation that both companies will be able to pay their dividends out of their part of our profits. This has always been the case in the past, but if we did have to make a payment from one to the other it could attract additional tax, and reduce our combined earnings per share . Leverhulme Trust The first Viscount Leverhulme was the founder of the company which became PLC. When he died in 1925, he left in his will a large number of PLC shares in various trusts. The High Court of Justice in England varied these trusts in 1983 and established two independent charitable trusts: • the Leverhulme Trust, which awards grants for research and education. • the Leverhulme Trade Charities Trust, for the benefit of members of trades which the first Viscount considered to have particular associations with the business. The major assets of both these trusts are PLC ord i n a r y s h a re s . When the will trusts were varied in 1983 the interests of the beneficiaries of his will were also preserved. Four classes of special shares were created in Margarine Union (1930) Limited, a subsidiary of PLC. Two of these classes can be converted at the end of the year 2038, into a maximum of 207 500 000 PLC ordinary shares of 1.4p each. These convertible shares replicate the rights which the descendants of the Viscount would have had under his will. Each class of these special shares only has a right to dividends in specified circumstances, and no dividends have yet been paid. PLC guarantees the dividend and conversion rights of the special shares. The first Viscount wanted the trustees of the trusts he established to be directors of PLC. On 28 April 2000 the trustees of both the charitable trusts and the will trust were: • • • • • Sir Michael Angus – former Chairman The Viscount Leverhulme (grandson of the first Lord Leverhulme) – honorary advisory director Sir Michael Perry – former Chairman Mr N W A FitzGerald – Chairman of PLC Dr J I W Anderson – former director On 28 April 2000, in their capacity as trustees of the two charitable trusts, they held approximately 5.38% of PLC’s issued ordinary capital. N.V. Nederlandsch Administratie- en Trustkantoor (Nedamtrust) Nedamtrust is an independent trust company under the Netherlands’ law, which has an agreement with NV to issue depositary receipts against NV shares. We do not control Nedamtrust – it is a wholly owned subsidiary of N.V. Algemeen Nederlands Trustkantoor ANT (ANT). Five Dutch financial institutions hold 45% of ANT’s shares between them – they have between 5% and 10% each, and the rest of its shares are owned by a large number of individual shareholders.
Control of Unilever As part of its corporate objects Nedamtrust is able to: • • • issue depositary receipts; carry out administration for the shares which underlie depositary receipts it has issued; exercise voting rights for these underlying shares. The depositary receipts issued by Nedamtrust against NV shares are known as Nedamtrust certificates. They are in bearer form, and are traded and quoted on the Amsterdam Stock Exchange and other European stock exchanges. Nedamtrust has issued certificates for NV’s ordinary and 7% cumulative preference shares, and almost all the NV shares traded and quoted in Europe are in the form of these certificates. The exception is that there are no certificates for NV’s 4%, 6% and ten cents cumulative preference shares. If you hold Nedamtrust certificates you can attend or appoint a proxy at NV shareholders’ meetings, but cannot vote. By holding a certificate you give Nedamtrust’s Board the right to vote the underlying share, and to do anything else they think is necessary in connection with it. Nedamtrust’s Board decides on the best way to vote the NV ordinary and preference shares it holds at shareholders’ meetings. Trust companies in the Netherlands will not usually vote to influence the operations of companies, and in the past Nedamtrust has always followed this policy. However, if a change to shareholders’ rights is proposed Nedamtrust will let shareholders know if it intends to vote, at least 14 days in advance if possible. It will do this by advertising in the press, but it will not necessarily say which way it is planning to vote. If you wish to have your full NV shareholder rights, including the right to vote, you can exchange your Nedamtrust certificate at any time for the underlying ordinary or preference share (or vice versa – you will need to exchange the share for a certificate again in order to trade it). You will normally have to pay an administration fee for this. Alternatively, whenever an NV shareholders meeting is held, if you have: • • Nedamtrust certificates for NV ordinary shares with a nominal value of Fl. 1.12 or a multiple of Fl. 1.12; or Nedamtrust certificates for one or more NV 7% preference shares you can request that Nedamtrust issue to you a personal proxy for those shares. This will be free of charge and will enable you to vote in respect of those shares at that meeting. Nedamtrust’s NV shareholding fluctuates daily – for its holdings on 28 April 2000 see below. In the past the majority of votes cast by ordinary and preference shareholders at NV meetings were cast by Nedamtrust. 457 228 012 ordinary shares of Fl. 1.12 9 936 7% Cumulative Preference Shares of Fl. 1 000 6 6% Cumulative Preference Shares of Fl. 1 000 23 4% Cumulative Preference Shares of Fl. 100 Nedamtrust is appointed as a proxyholder for the proxy voting through the Shareholders Communication Channel (see page 48). 1999 Special dividend: Preference shar e alternative In May 1999 we declared a special dividend. Holders of NV’s Fl. 1 ordinary shares could choose to have it in cumulative preference shares instead of cash. If you chose the preference share alternative you will have received one preference share for each Fl. 1 ordinary share or Nedamtrust certificate you had. These preference shares have a nominal value of Fl. 0.10 and had an initial notional value of Fl. 14.50 each. They will be listed on the Amsterdam Stock Exchange until 31 December 2004. If you hold these preference shares you are entitled to a dividend twice a year, which will be paid in guilders at the rate of 65% of EURIBOR on the notional value of each preference share. The first period began on 9 June 1999 and ended on 8 December 1999.
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Unilever N.V. 1999 Annual Report on
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Financial highlights • Excellent
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Consolidated balance sheet as at 31
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Meeting everyday needs of people everywhere - Unilever

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