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Control of Unilever
As part of its corporate objects Nedamtrust is able to:
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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:
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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.