exv4w1






Exhibit 4.1







4.1 Equalisation Agreement between Unilever N.V. and Unilever PLC









 









 












CONTENTS




 





	 	 	 	 	 
	Consolidated text of the Agreement dated 28 June 1946 between Unilever
N.V. and Unilever PLC as amended by a Supplemental Agreement dated 20
July 1951 and a Second Supplemental Agreement dated 21 December 1981,
commonly known as “the Equalisation Agreement”.
	 	 	1	 
	 
	 	 	 	 
	Agreement dated 28 June 1946
	 	 	6	 
	 
	 	 	 	 
	Supplemental Agreement dated 20 July 1951
	 	 	11	 
	 
	 	 	 	 
	Second Supplemental Agreement dated 21 December 1981
	 	 	12	 
	 
	 	 	 	 
	Third Supplemental Agreement dated 15 May 2006
	 	 	16	 
	 
	 	 	 	 
	Fourth Supplemental Agreement dated 20 May 2009
	 	 	17	 









      




















 









 














Consolidated text of an Agreement dated the 28th day of June, 1946 between UNILEVER N.V.
(hereinafter called “the Dutch Company”) and UNILEVER PLC (hereinafter called “the English
Company”) as amended by Supplemental Agreement dated the 20th day of July, 1951, Second
Supplemental Agreement dated the 21st day of December, 1981, Third Supplemental Agreement dated the
15th day of May 2006 and Fourth Supplemental Agreement dated the 20th day of May 2009.




NOW
THIS AGREEMENT WITNESSETH as follows:–





	1.	 	In this Agreement unless the context shall otherwise require
the following expressions shall have the following meanings:–
	 
	 	 	“THE PREFERENCE SHARES OF THE DUTCH COMPANY”
shall mean the issued shares of the Dutch Company
outstanding at any time and ranking in priority to the
Ordinary Shares of the Dutch Company.
	 
	 	 	“THE PREFERENCE SHARES OF THE ENGLISH COMPANY”
shall mean the issued shares of the English Company
outstanding at any time and ranking in priority both to
the Ordinary Shares and to the Deferred Shares of the
English Company.
	 
	 	 	“SHARES” shall include Stock.
	 
	 	 	“SHAREHOLDERS” shall include Stockholders.
	 
	 	 	“FINANCIAL PERIOD” shall mean a financial year of either
of the parties hereto or any other period for which the
accounts of either party hereto may by mutual agreement
be made up for the purpose of ascertaining and paying
dividends.
	 
	 	 	“DIVIDENDS” shall mean in the case of each Company the
full dividends receivable by a Shareholder together with any
tax payable by the Company in respect of such dividends
but before deducting any tax deductible by the Company
from such dividends.
	 
	 	 	“OPEN RESERVES” shall mean in the case of each
Company all reserves other than:–






	 	 	 	(i) reserves not legally available for distribution,
	 
	 	 	 	(ii) reserves properly made and still required to meet
any specified loss, liability or contingency and
	 
	 	 	 	(iii) any deferred dividend reserve or
equalisation reserve.






	 	 	“FREE RESERVES” shall mean in the case of each Company the amount of any open reserves increased or reduced by the
balance of profit and loss account existing at the beginning
of any financial period.
	 
	 	 	“CURRENT PROFITS” shall mean in the case of each Company
the profits which may lawfully be distributed at the expiration
of each financial period before making any provision for
open reserves but excluding any open reserves or balance of profit and loss account (whether credit or debit but in
the case of a debit subject to the proviso next hereinafter
contained) existing at the beginning of the financial period.









	 	 	Provided that in the event of there being a deficiency on
the Profit and Loss Account at the commencement of the
period which is in excess of the open reserves at that date
then for the purposes of this definition the profits available
for distribution shall be reduced by and to the extent of
such excess.
	 
	 	 	“SURPLUS ASSETS” shall mean in the case of each Company
any assets remaining after repayment of all amounts due in
liquidation to the holders of the Preference Shares of the
Dutch Company or of the English Company as the case
may be.
	 
	 	 	“RELEVANT RATE OF EXCHANGE” shall mean the rate of
exchange as determined by the Dutch Company and the
English Company in such manner as they shall deem
appropriate between the currency or currencies in which
dividends are to be paid on the Ordinary Share Capital of
the Dutch Company and the currency or currencies in
which dividends are to be paid on the Ordinary Share
Capital of the English Company on the day which is one
day prior to the date on which such dividends are to be
declared or resolved to be recommended or if it is not in
the opinion of the Dutch Company and the English
Company practicable to determine a representative rate of
exchange on that day on the next earlier day on which it is
in their opinion practicable to determine a representative
rate of exchange.
	 
	2.	 	So long as this Agreement remains in force the Dutch and
English Companies shall adopt the same financial periods
and for the purposes of this Agreement the Dutch and
English Companies shall adopt the same principles of
accountancy and the same methods of determining current
profits and free reserves so as to include the Companies’
proportion of current profits and free reserves attributable
respectively to their interests direct or indirect in subsidiary
allied and associated companies less the Companies’
proportion of losses so attributable and applying in the case
of subsidiary allied and associated companies the same
meanings to the expressions “current profits” and “free
reserves” as are applied in Clause 1 hereof in the case of
the Dutch and English Companies.
	 
	3.	 	If the current profits of one Company shall be insufficient
to provide in full the dividends (and arrears if any) on its
Preference Shares in respect of any financial period or if
there be no current profits the other Company shall to the
extent of its own current profits for the same financial
period after providing for the dividends (and arrears if any)
on its own Preference Shares be under obligation to make
good any loss incurred by the former Company during that
period together with any amount by which the deficiency
(if any) on profit and loss account at the commencement
of the period exceeds the open reserves at that date and
to make up the current profits of that Company to the
amount of the dividends (and arrears if any) on that











































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Agreement 2009     1





























 









 

















	 	 	Company’s Preference Shares to the close of such financial
period. If after such contribution has been received by the
former Company the current profits (including the amount so
received) of the former Company are still insufficient
for the purpose the deficiency shall in so far as the free reserves
of that Company have been utilised but are not sufficient for the
purpose be met by a further contribution from the other
Company to the extent of its free reserves. Any contribution so
made shall in so far as not utilised for making good any such
loss and/or deficiency on Profit and Loss Account as aforesaid be
distributed by the Company to whom such payment is made but
if not so distributed shall be repaid forthwith to the Company by
whom the contribution was made.
	 
	4.	 	(a) All dividends on the Ordinary Share Capitals of the
Dutch and English Companies shall in the case of interim
dividends be declared and in the case of final dividends be
resolved to be recommended by the Boards of the Dutch
and English Companies on the same day.
	 
	 	 	(b) The Boards of the two Companies shall decide from
time to time what portion of the aggregate of the current
profits of the two Companies for each financial period and
free reserves should be distributed by way of dividend on
the Ordinary Share Capitals of the Dutch and English
Companies for that period for which purpose the Boards
may take into account the existence of the following
provisions of this Clause.
	 
	 	 	(c) The amount so decided shall (subject as provided in this
Clause) be utilised in providing for dividends on the Ordinary
Share Capitals of the Dutch and English Companies
respectively upon the footing that the dividend paid on every
EUR 0.16 nominal of capital in the Dutch Company at the
relevant rate of exchange shall be equal in value to the
dividend paid on every 3 1/9 pence nominal of capital in
the English Company.
	 
	 	 	(d) Notwithstanding the foregoing if the application of
sub-clause (c) of this Clause to the decision mentioned in
sub-clause (b) of this Clause:–






	 	 	 	(i) would result in the declaration or recommendation
of a dividend by one of the Companies which it would
be prevented by law from declaring; or
	 
	 	 	 	(ii) would because of movements in the relative parities
between the currencies in which dividends are to be paid
result in a level of dividend of one of the Companies
which (in the opinion of the Boards of the two
Companies) its Board (on the assumption for this
purpose that the Company concerned was the parent
company of the two Companies) would regard as
unreasonable to declare or recommend having regard
in particular to (1) the level of the corresponding
dividend in respect of the last preceding financial
period (2) the development of the aggregate of the
current profits of the Dutch and English Companies
expressed in the currency of the Company concerned
and (3) any special circumstances in the country of incorporation of that Company relevant to the decision
as to the level of dividend which would be reasonable;










	 	 	the Board of that Company may declare or recommend a
dividend differing from that resulting from sub-clauses (b)
and (c) of this Clause provided that in each case;






	 	 	 	(x) such dividend is of such a level as is reasonable in the
opinion of the Boards of both Companies having regard
in particular to the factors described in this sub-clause;
	 
	 	 	 	(y) the difference is dealt with in accordance with the
following provisions of this Clause; and
	 
	 	 	 	(z) the Boards of the two Companies make available to
their shareholders together with and in the same manner
as the announcement of the dividend a statement giving
the reasons why the provisions of this sub-clause have
been applied.






	 	 	(e) For the purpose of the following provisions of this Clause:–






	 	 	 	(i) “the Company declaring the lower dividend” shall
mean the Company declaring a dividend which upon
the footing referred to in sub-clause (c) of this Clause
shall be lower in value than the dividend declared by
the other Company; and
	 
	 	 	 	(ii) “the difference” shall mean the difference
calculated at the relevant rate of exchange between
the total amount of dividend declared on its Ordinary
Share Capital by the Company declaring the lower
dividend and the total amount of dividend it would
have to declare on its Ordinary Share Capital in order
to provide for a dividend which upon the footing
referred to in sub-clause (c) of this Clause would be
equal in value to that declared by the other Company.






	 	 	(f) Whenever it shall be decided in accordance with the
provisions of paragraph (i) of sub-clause (d) of this Clause
that a dividend shall be declared or recommended differing
from that which would result from sub-clauses (b) and (c)
of this Clause an amount equal to the difference shall be
credited to a “deferred dividend reserve” to be established
or adjusted as the case may be in the books of the Company
declaring the lower dividend and that Company shall apply
the whole of such deferred dividend reserve towards
declaration and payment of a dividend or dividends on
its Ordinary Share Capital as soon as practicable after this
becomes permitted by law. If at the date of declaration
of any such last-mentioned dividend that Company holds
any of its own Ordinary Shares the amount of the dividend
which would be payable in respect of them if they were
not so held shall be transferred from the deferred dividend
reserve to that Company’s free reserves.
	 
	 	 	(g) Whenever it shall be decided in accordance with the
provisions of paragraph (ii) of sub-clause (d) of this Clause
that a dividend shall be declared or recommended differing
from that which would result from sub-clauses (b) and (c) of this Clause an amount equal to the difference shall be
credited to an “equalisation reserve” to be established or
adjusted as the case may be in the books of the Company
declaring the lower dividend provided that if such an
equalisation reserve is at that time in existence in the books of
the other Company there shall first be deducted from the
amount of the difference the amount of that equalisation
reserve or such part thereof as is equal to the amount of the
difference and provided further that in such case the amount so
deducted shall be debited to that existing equalisation reserve.
Any amounts so to be deducted and debited shall be calculated
at the relevant rate of exchange.



































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	 	 	(h) If at any time when a deferred dividend reserve or an
equalisation reserve is in existence in the books of either of
the two Companies:–






	 	 	 	(i) the amount paid up on its Ordinary Share Capital
shall be increased (otherwise than as a result of an
allotment or issue of shares to the holders of its
existing Ordinary Share Capital free of payment or
an allotment or issue of shares to the holders of its
existing Ordinary Share Capital pursuant to an offer of
such shares to such holders whether in any such case
the right to such shares or the right to accept such
an offer is or is not renounceable) and the amount
paid up on its Ordinary Share Capital comprised in
such increase ranks or will rank for any dividend to
be paid out of the existing deferred dividend reserve
or equalisation reserve under the provisions of this
Clause the amount of such reserve shall thereupon
be increased proportionately to the increase in the
paid up amount of its Ordinary Share Capital by the
transfer to such reserve of an appropriate part of that
Company’s free reserves; or
	 
	 	 	 	(ii) the amount paid up on its Ordinary Share Capital
shall be reduced (otherwise than by a reduction of
the amount paid up on each Ordinary Share) the
amount of such reserve shall thereupon be reduced
proportionately to the reduction in the paid up
amount of its Ordinary Share Capital by the transfer of
an appropriate part of such reserve to that Company’s
free reserves. This paragraph shall apply to a reduction
of the amount paid up on the Ordinary Shares of
either of the two Companies arising on a purchase
by that Company of its own shares as well as on a
reduction of that Company’s capital.






	 	 	(j) Notwithstanding the foregoing the power under paragraph
(ii) of sub-clause (d) of this Clause to declare or recommend
a dividend differing from that which would result from subclauses
(b) and (c) of this Clause shall not be used if and to
the extent that as a result thereof the amount to be credited
to any equalisation reserve by one of the Companies when
added to the amount (if any) already standing to the credit
of the equalisation reserve in the books of that Company
would exceed an amount equal to the annual average of
the aggregate dividends declared or recommended on the
Ordinary Share Capital of that Company in respect of the
three financial periods immediately preceding the financial period in respect of which the relevant dividend is being
declared or recommended. If any Ordinary Share Capital of
that Company has at any time been issued (otherwise than
as bonus shares as defined in Clause 9(b) hereof) on terms
that it ranks or will rank for dividend in respect of a part
only of the said three financial periods or for only some and
not the whole of the dividends declared or recommended
in respect of those periods then for the purposes of the
foregoing the said average shall be calculated as if all the
Ordinary Share Capital so issued had been issued at the
beginning of the first of the said three financial periods
and in respect of those periods the same rate or rates
of dividend had been declared or recommended on the
Ordinary Share Capital so issued as were declared or
recommended on that Company’s issued Ordinary Share
Capital provided that if the increase in the issued Ordinary
Share Capital shall be effected by way of a Rights issue
as defined in Clause 9(b) hereof the amount of such
additional Ordinary Share Capital to be treated as if issued
at the beginning of the first of the said financial periods
shall be reduced by an amount (to be announced at the
time when the issue is made) which the Boards of the two
Companies consider to be reasonable having regard to any
discount on current market price at which the Rights issue
shall be made.









	 	 	(k) If at any time one of the Companies shall have standing
to the credit of its equalisation reserve a sum equal to or
exceeding 70 per cent. of the maximum amount permitted
in accordance with sub-clause (j) of this Clause that
Company shall be entitled to apply the whole or part of its
equalisation reserve towards the declaration and payment
of a dividend or dividends on its Ordinary Share Capital.
If at the date of declaration of any such last-mentioned
dividend that Company holds any of its own Ordinary
Shares the amount of the dividend which would be
payable in respect of them if they were not so held shall be
transferred from the equalisation reserve to that Company’s
free reserves.
	 
	 	 	(l) If the current profits of one Company shall be insufficient
to enable it to pay any ordinary dividend declared or
recommended under sub-clause (c) or sub-clause (d) of this
Clause and if the Boards of the two Companies consider it
appropriate that Company shall require the other Company
to the extent of its own current profits remaining after
providing for the amount required to enable it to pay
the ordinary dividend so declared or recommended on
its own Ordinary Share Capital to pay forthwith to the
first-mentioned Company an amount sufficient to make
up the first-mentioned Company’s current profits to the
sum required to pay such dividend. If the current profits
(including the amount of any contribution received
pursuant to the provisions of this sub-clause) and the free
reserves of one Company are insufficient to enable it to pay
such dividend or to credit to deferred dividend reserve or to
equalisation reserve the amount required under sub-clauses
(f) (g) and (h) of this Clause the deficiency shall be met by
a contribution from the other Company to the extent of its
free reserves. For the purposes of this Clause the expression
“ordinary dividend” shall in the case of the English Company include (where necessary and appropriate) the
dividends on the preferential certificates outstanding under the
Co-Partnership Trust and on its Deferred Shares.





































Equalisation Agreement 2009     3























 









 
















	 	 	(m) Neither Company shall pay any dividend on its Ordinary
Share Capital larger than the one declared or recommended
to be declared by the Board of the Company concerned in
accordance with the preceding provisions of this Clause and
if notwithstanding this restriction either of the Companies
shall pay a larger dividend on its Ordinary Share Capital
such Company shall forthwith pay to the other Company a
sum equal to the extra amount which the other Company
would have to distribute to raise the dividend on its
Ordinary Shares for that period accordingly and if necessary
in the case of the English Company to pay the dividends on
the said preferential certificates and on its Deferred Shares.
In such circumstances such other Company may at such
times as it may in its discretion decide utilise the amount so
received by it in paying an extra dividend or such dividends
as the case may be and so long as and to the extent that
such extra dividend or such dividends are not so paid the
said amount together with interest thereon at the rate of
4 per cent. per annum shall be excluded in computing the
current profits and free reserves of that Company for each
subsequent financial period.






	5.	 	Any sums due from one Company to the other in
accordance with the provisions of Clauses 3 or 4 hereof
shall be deemed to have become due on the last day of
the financial period in respect of which the obligation has
arisen and shall bear interest from that date at the rate
of 4 per cent. per annum until payment.
	 
	6.	 	Neither Company shall (except as provided in Clause 7
hereof) distribute a dividend in specie.
	 
	7.	 	If one of the parties hereto shall go into liquidation
whether compulsory or voluntary






	 	 	(a) Accounts shall from time to time as and when necessary
be prepared and certified by the Auditors for the time
being (or the last Auditors) of both Companies showing at
the date of any account what amounts are in the case of
the liquidating Company available for distribution amongst
the shareholders of the liquidating Company and in the
case of the non-liquidating Company what amounts would
be available for distribution amongst the shareholders of
the non-liquidating Company on the footing that such
Company was then in liquidation and its assets realised and
the liabilities discharged.
	 
	 	 	(b) The amounts certified from time to time to be available
in cash for distribution amongst the shareholders of the
liquidating Company shall be applied to the payment to the
holders of the Preference Shares of the liquidating Company
of the amounts due to such shareholders in their due priorities.
In the event of the amounts finally available for distribution
amongst the shareholders of the liquidating Company being
insufficient to pay in full all sums due to the holders of the
Preference Shares of the liquidating Company but the account
of the non-liquidating Company showing a surplus after provision has been made for the full discharge of all amounts
payable to the holders of the Preference Shares of the non-liquidating
Company in a liquidation such surplus shall be applied to making good the deficiency aforesaid. Conversely
if the accounts of the non-liquidating Company shall show
that the non-liquidating Company is not in a position to
provide in full all amounts due in a liquidation of such
Company to its Preference Shareholders any deficiency shall
be made good by the liquidating Company out of any surplus
after payment in full of all amounts due in the liquidation
to the Preference Shareholders of the liquidating Company.









	 	 	(c) The surplus assets of both Companies after payment in
full to or provision made for the holders of the Preference
Shares of both Companies shall be available for making
distributions to the holders of the Ordinary Shares of the
liquidating Company on the basis that the surplus assets of
both Companies are deemed to be pooled and distributed
or allocated amongst the holders of the Ordinary Shares of
both Companies upon the footing that the sum paid or
allocated on every EUR 0.16 nominal of capital in the
Dutch Company at the rate of exchange on the day of
certification of the Accounts so to be prepared as aforesaid
on which the distribution and allocation are made shall be
equal in value to the sum allocated or paid on every 3 1/9
pence nominal of capital in the English Company on the
basis that each Company has borne or has to bear any tax
payable by the Company in respect of such distributions
but before deducting any tax deductible by the Company
from the sums so distributed provided always that before
making such distribution and allocation there shall be
allocated to the holders of Ordinary Shares of the relevant
Company or Companies sums equal to the amounts
(if any) standing for the time being to the credit of any
deferred dividend reserve and of any equalisation reserve.
Any amounts allocated under the provisions of this
sub-clause to the holders of the Ordinary Shares in the
non-liquidating Company shall be paid to or retained
by the non-liquidating Company.
	 
	 	 	(d) On the occasion of each account (except the final account)
no greater amount shall be distributed than is available
in cash for distribution in the liquidating Company and if
there shall be shown to be due by the liquidating Company
to the non-liquidating Company any sum necessary to
enable the non-liquidating Company to make provision
for a distribution on the above basis such sum shall be paid
forthwith to the non-liquidating Company by the liquidating
Company. No contribution shall be made by the non-liquidating
Company to the liquidating Company until the
final account has been taken.
	 
	 	 	(e) Any distribution which may be made in specie shall be
made in a manner certified by the Auditors for the time
being (or the last Auditors) of both Companies as complying
with the above basis.
	 
	 	 	(f) In calculating any amounts available for distribution
amongst the holders of the Ordinary Shares of both
Companies there shall be deducted an amount equal to
any contributions made by one Company to the other pursuant to the provisions of Clause 4 hereof and not distributed
by way of dividend on the Ordinary Shares of such other
Company together with interest thereon as provided in Clause 4
hereof which amount and interest shall be exclusively applied for
the benefit of the holders
of the Ordinary Shares of such other Company.


































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	 	 	 	(g) In making any distribution or allocation under sub-Clause (c) hereof there shall be taken into account the amounts
due in a liquidation of the English Company to the holders
of its Deferred Shares.






	8.	 	If both the Dutch and English Companies shall be in
liquidation at the same time the provisions of Clause 7
hereof shall be applied mutatis mutandis.
	 
	9.	 	(a) Neither Company shall at any time issue any capital
without the consent in writing of the other nor reduce
its capital without the like consent.
	 
	 	 	(b) With regard to any future issue of Ordinary Capital the
following provisions shall apply:–






	 	 	 	(i) Issue of bonus shares, that is to say the issue free of
payment to shareholders of shares credited as fully
paid up, shall in principle only be made by the Dutch
and English Companies simultaneously and then only
upon the terms that the shares issued by way of bonus
shall be Ordinary Shares.
	 
	 	 	 	The Boards of the two Companies shall decide from time
to time what amounts should be distributed by way of
bonus shares. The amount decided shall be utilised in
issuing bonus shares to the Ordinary Shareholders of
the Dutch and English Companies respectively upon the
footing that the nominal amount of bonus capital to be
received by the holder of EUR 0.16 nominal of capital
in the Dutch Company shall bear the same proportion
to such EUR 0.16 nominal of capital held by him as the
nominal amount of bonus capital to be received by the
holder of 3 1/9 pence nominal of capital in the English
Company bears to such 3 1/9 pence nominal of capital
held by him. If the undistributed profits (including free
reserves but excluding any contributions made by one
Company to the other in pursuance of Clause 4 hereof
and not utilised for the purpose therein mentioned) of
one of the Companies shall be insufficient to provide
for the issue by that Company of bonus shares as so
decided the other Company shall be under obligation
to pay to it forthwith out of its undistributed profits
(including as aforesaid) any amount required to enable
it to make an issue as so decided.









	 	 	 	Any sums due from one Company to the other in accordance with the provisions of this Clause shall be
deemed to have become due on the day of authorisation
of the issue of the bonus shares and shall bear interest
from that date at the rate of 4 per cent. per annum
until payment.
	 
	 	 	 	(ii) “Rights” issues, that is to say the issue to
shareholders of shares on terms that each holder of a
specified number of shares is entitled to apply for and
have allotted a specified number of new shares at a
price less than the best obtainable on a public issue,
shall in principle be made by the Dutch and English
Companies simultaneously and then only upon the
terms that the shares issued as “rights” shall be
Ordinary Shares and upon the footing that the nominal
amount of capital offered for subscription to every
holder of EUR 0.16 nominal of capital in the Dutch
Company shall bear the same proportion to such EUR
0.16 nominal of capital held by him as the nominal
amount of capital offered for subscription to every
holder of 3 1/9 pence nominal of capital in the English
Company shall bear to such 3 1/9 pence nominal of
capital held by him and so that the amounts to be paid
by a subscriber of each EUR 0.16 nominal of capital in
the Dutch Company shall at the rate of exchange on
the day of decision by the Boards to make the issues
be equal in value to the amount to be paid by the
subscriber of each 3 1/9 pence nominal of capital in
the English Company.
	 
	 	 	 	(iii) Neither Company shall in principle issue Ordinary
Shares at any time at a price which when converted
into sterling or euros as the case may be at the rate of
exchange on the day of such issue would for a share
of a nominal amount of EUR 0.16 or 3 1/9 pence as
the case may be represent a subscription price lower
than 3 1/9 pence or EUR 0.16 as the case may be.
	 
	 	 	 	(iv) If at any time the Boards of the two Companies
decide that it is in the interests of the two Companies
that the principles set out in Sections (i), (ii) and (iii)
of this sub-Clause should not be applied then and in
every such case such measures shall be taken as will
be equitable to the Shareholders of both Companies
having regard to the recitals and the provisions in
these presents.






	10.	 	This Agreement shall be construed and have effect in all
respects as a contract made in England in accordance with
the laws of England and any dispute shall be settled by
arbitration in England under the Arbitration Acts 1950 to
1996 or any statutory modification or re-enactment thereof
from time to time in force.
	 
	11.	 	The parties to this Agreement do not intend that any term
of this Agreement should be enforceable, by virtue of the
Contracts (Rights of Third Parties) Act 1999, by any person
who is not a party to this Agreement.





































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Agreement 2009     5






















 









 














THIS AGREEMENT is made the 28th day of June 1946 BETWEEN
LEVER BROTHERS & UNILEVER N.V. having its registered office at
Rotterdam in the Netherlands – (hereinafter called “the Dutch
Company”) of the one part and LEVER BROTHERS & UNILEVER
LIMITED having its registered office at Port Sunlight England
(hereinafter called “the English Company”) of the other part




WHEREAS:





	A.	 	By an Agreement (hereinafter referred to as “the 1937
Agreement”) dated the 31st day of December 1937 and
made between the Dutch Company of the one part and
the English Company of the other part after reciting (inter alia) that the English Company was an
amalgamation of Unilever Limited with Lever Brothers Limited and that it was
a condition of the amalgamation that the Dutch Company
and the English Company should enter into an Agreement
in the form of the 1937 Agreement to secure that the
rights attaching and the benefits accruing to each unit of
ownership in the English Company evidenced by £1
nominal of Ordinary capital and the rights attaching and
the benefits accruing to each unit of ownership in the
Dutch Company evidenced by Fl.12 nominal of Ordinary
capital should as nearly as possible be the same as if each
such unit formed part of the Ordinary capital of one and
the same Company and that on the occasion of any future
issue of Ordinary capital by either the Dutch Company or
the English Company regard should be had to the
circumstances thereinbefore recited It Was Witnessed and
the parties thereby undertook certain obligations as therein
specifically set forth.
	 
	B.	 	Owing to the occupation of the Netherlands by the
Germans doubts have arisen as to whether the 1937
Agreement is still effective under the laws of England and
as the pre-war relations of the parties are being restored
and the parties are desirous of removing such doubts and
re-affirming the purposes set out in the 1937 Agreement it
has been agreed that as from the 1st day of January 1945
a new Agreement in the form of this Agreement which is
identical in its operative provisions with the 1937
Agreement shall be entered into.









	C.	 	The respective capitals of the Dutch and English Companies
are as follows:–





THE DUTCH COMPANY:




	 	 	 	 	 	 	 	 	 
	 	 	Authorised	 	 	Issued	 
	 	 	Fl.	 	 	Fl.	 
	 
	 
	 	 	 	 	 	 	 	 
	7 per cent. Cumulative
Preference Shares
	 	 	50,000,000	 	 	 	29,000,000	 
	6 per cent. Cumulative
Preference Shares
	 	 	125,000,000	 	 	 	109,136,000	 
	5 per cent. Cumulative
Preference Shares
	 	 	25,000,000	 	 	 	100,000	 
	Ordinary Shares
	 	 	300,000,000	 	 	 	171,750,000	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	500,000,000	 	 	 	309,986,000	 
	 
	 	 	 	 	 	 	 	 
	 





THE ENGLISH COMPANY:




	 	 	 	 	 	 	 	 	 
	 	 	Authorised	 	 	Issued	 
	 
	 
	 	 	 	 	 	 	 	 
	7 per cent. Cumulative
Preference Stock
	 		£35,984,690	 	 	£	35,984,690	 
	5 per cent. Cumulative
Preference Stock
	 	 	4,015,310	 	 	 	2,360,000	 
	8 per cent. Cumulative
A Preference Stock
	 	 	40,000,000	 	 	 	15,655,173	 
	20 per cent. Cumulative
Preferred Ordinary Stock
	 	 	2,287,312	 	 	 	2,287,312	 
	Ordinary Stock
	 	 	59,031,438	 	 	 	13,610,350	 
	Deferred Stock
	 	 	100,000	 	 	 	100,000	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 	£	141,418,750	 	 	£	69,997,525	 
	 
	 	 	 	 	 	 	 	 
	 


































6     Equalisation Agreement 2009
































 









 















NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:–





	1.	 	In this Agreement unless the context shall otherwise
require the following expressions shall have the following
meanings:–
	 
	 	 	“THE PREFERENCE SHARES OF THE DUTCH COMPANY”
shall mean the issued shares of the Dutch Company
outstanding at any time and ranking in priority to the
Ordinary Shares of the Dutch Company.
	 
	 	 	“THE PREFERENCE SHARES OF THE ENGLISH COMPANY”
shall mean the issued shares of the English Company
outstanding at any time and ranking in priority both to
the Ordinary Shares and to the Deferred Shares of the
English Company.
	 
	 	 	“SHARES” shall include Stock.
	 
	 	 	“SHAREHOLDERS” shall include Stockholders.

	 
	 	 	“FINANCIAL PERIOD” shall mean a financial year of
either of the parties hereto or any other period for
which the accounts of either party hereto may by mutual
agreement be made up for the purpose of ascertaining
and paying dividends.
	 
	 	 	“DIVIDENDS” shall mean in the case of each Company the
full dividends receivable by a Shareholder together with any
tax payable by the Company in respect of such dividends
but before deducting any tax deductible by the Company
from such dividends.
	 
	 	 	“OPEN RESERVES” shall mean in the case of each
Company all reserves other than those properly made
and still required to meet any specified loss liability
or contingency.
	 
	 	 	“FREE RESERVES” shall mean in the case of each Company
the amount of any open reserves increased or reduced
by the balance of profit and loss account existing at the
beginning of any financial period.









	 	 	“CURRENT PROFITS” shall mean in the case of each
Company the profits available for distribution at the
expiration of each financial period before making any
provision for open reserves but excluding any open reserves
or balance of profit and loss account (whether credit or
debit but in the case of a debit subject to the proviso next
hereinafter contained) existing at the beginning of the
financial period.
	 
	 	 	Provided that in the event of there being a deficiency on
the Profit and Loss Account at the commencement of the
period which is in excess of the open reserves at that date
then for the purposes of this definition the profits available
for distribution shall be reduced by and to the extent of
such excess.
	 
	 	 	“SURPLUS ASSETS” shall mean in the case of each
Company any assets remaining after repayment of all
amounts due in liquidation to the holders of the Preference
Shares of the Dutch Company or of the English Company
as the case may be.
	 
	2.	 	So long as this Agreement remains in force the Dutch and
English Companies shall adopt the same financial periods
and for the purposes of this Agreement the Dutch and
English Companies shall adopt the same principles of
accountancy and the same methods of determining current
profits and free reserves so as to include the Companies’
proportion of current profits and free reserves attributable
respectively to their interests direct or indirect in subsidiary
allied and associated companies less the Companies’
proportion of losses so attributable and applying in the
case of subsidiary allied and associated companies the
same meanings to the expressions “current profits” and
“free reserves” as are applied in Clause 1 hereof in the
case of the Dutch and English Companies.
	 
	3.	 	If the current profits of one Company shall be insufficient
to provide in full the dividends (and arrears if any) on its
Preference Shares in respect of any financial period or if
there be no current profits the other Company shall to the
extent of its own current profits for the same financial
period after providing for the dividends (and arrears if any)
on its own Preference Shares be under obligation to make
good any loss incurred by the former Company during that
period together with any amount by which the deficiency
(if any) on profit and loss account at the commencement
of the period exceeds the open reserves at that date and
to make up the current profits of that Company to the
amount of the dividends (and arrears if any) on that
Company’s Preference Shares to the close of such financial
period. If after such contribution has been received by the
former Company the current profits (including the amount
so received) of the former Company are still insufficient for
the purpose the deficiency shall in so far as the free
reserves of that Company have been utilised but are not
sufficient for the purpose be met by a further contribution
from the other Company to the extent of its free reserves.
Any contribution so made shall in so far as not utilised for
making good any such loss and/or deficiency on Profit and
Loss Account as aforesaid be distributed by the Company
to whom such payment is made but if not so distributed
shall be repaid forthwith to the Company by whom the
contribution was made.
































































Equalisation
Agreement 2009     7

























 









 
















	 
	4.	 	All dividends on the Ordinary Share Capital of the Dutch
and English Companies shall in the case of interim
dividends be declared and in the case of final dividends be
resolved to be recommended by the Boards of the Dutch
and English Companies on the same day.
	 
	 	 	The Boards of the two Companies shall decide from time
to time what portion of the aggregate of the current profits
of the two Companies for each financial period and free
reserves should be distributed by way of dividend on the
Ordinary Share Capitals of the Dutch and English
Companies for that period. The amount decided shall be
utilised in providing for dividends on the Ordinary Share
Capitals of the Dutch and English Companies respectively
upon the footing that the sum paid on every Fl. 12 nominal
of capital in the Dutch Company at the rate of exchange
on the day of declaration or resolution to recommend by
the Boards of an interim or final dividend as the case may
be shall be equal in value to the sum paid on every £1
nominal of capital in the English Company. If the current
profits and free reserves of one of the Companies shall be
insufficient to pay the ordinary dividend so decided the
other Company shall be under obligation to pay to it
forthwith any amount required to enable it to pay such
dividend and if necessary in the case of the English
Company the dividends on the Preferential Certificates
outstanding under the co-partnership trust and
on its Deferred Shares.









	 	 	Neither Company shall pay any dividend on its Ordinary Share Capital in respect of any financial period larger than
the one so decided for that period and if notwithstanding
this restriction either of the Companies shall pay a larger
dividend on its Ordinary Shares such Company shall
forthwith pay to the other Company a sum equal to
the extra amount which the other Company would have
to distribute to raise the dividend on its Ordinary Shares
for that period accordingly and if necessary in the case
of the English Company to pay the dividends on the said
Preferential Certificates and on its Deferred Shares. In such
circumstances such other Company may at such times as
it may in its discretion decide utilise the amount so received
by it in paying an extra dividend or such dividends as the
case may be and so long as and to the extent that such
extra dividend or such dividends are not so paid the said
amount together with interest thereon at the rate of
4 per cent. per annum shall be excluded in computing
the current profits and free reserves of that Company for
a subsequent financial period.
	 
	5.	 	Any sums due from one Company to the other in
accordance with the provisions of Clauses 3 or 4 hereof
shall be deemed to have become due on the last day of
the financial period in respect of which the obligation has
arisen and shall bear interest from that date at the rate
of 4 per cent. per annum until payment.
	 
	6.	 	Neither Company shall (except as provided in Clause 7
hereof) distribute a dividend in specie.
	 
	7.	 	If one of the parties hereto shall go into liquidation
whether compulsory or voluntary
	 
	 	 	(a) Accounts shall from time to time as and when necessary
be prepared and certified by the Auditors for the time
being (or the last Auditors) of both Companies showing at
the date of any account what amounts are in the case of
the liquidating Company available for distribution amongst
the shareholders of the liquidating Company and in the
case of the non-liquidating Company what amounts would
be available for distribution amongst the shareholders
of the non-liquidating Company on the footing that such
Company was then in liquidation and its assets realised
and the liabilities discharged.
	 
	 	 	(b) The amounts certified from time to time to be available
in cash for distribution amongst the shareholders of the
liquidating Company shall be applied to the payment to
the holders of the Preference Shares of the liquidating
Company of the amounts due to such shareholders in their
due priorities. In the event of the amounts finally available
for distribution amongst the shareholders of the liquidating
Company being insufficient to pay in full all sums due to
the holders of the Preference Shares of the liquidating
Company but the account of the non-liquidating Company
showing a surplus after provision has been made for the
full discharge of all amounts payable to the holders of the
Preference Shares of the non-liquidating Company in a
liquidation such surplus shall be applied to making good
the deficiency aforesaid. Conversely if the accounts of
the non-liquidating Company shall show that the non-liquidating
Company is not in a position to provide in full
all amounts due in a liquidation of such Company to its
Preference Shareholders any deficiency shall be made
good by the liquidating Company out of any surplus after
payment in full of all amounts due in the liquidation to
the Preference Shareholders of the liquidating Company.


































8     Equalisation Agreement 2009































 









 
















	 
	 	 	(c) The surplus assets of both Companies after payment in
full to or provision made for the holders of the Preference
Shares of both Companies shall be available for making
distributions to the holders of the Ordinary Shares of the
liquidating Company on the basis that the surplus assets of
both Companies are deemed to be pooled and distributed
or allocated amongst the holders of the Ordinary Shares of
both Companies upon the footing that the sum paid or
allocated on every FI. 12 nominal of capital in the Dutch
Company at the rate of exchange on the day of
certification of the accounts so to be prepared as aforesaid
on which the distribution and allocation are made shall be
equal in value to the sum allocated or paid on every £1
nominal of capital in the English Company on the basis
that each Company has borne or has to bear any tax
payable by the Company in respect of such distributions
but before deducting any tax deductible by the Company
from the sums so distributed.
	 
	 	 	Any amounts allocated to the holders of the Ordinary
Shares in the non-liquidating Company shall be paid to
or retained by the non-liquidating Company.
	 
	 	 	(d) On the occasion of each account (except the final
account) no greater amount shall be distributed than is
available in cash for distribution in the liquidating Company
and if there shall be shown to be due by the liquidating
Company to the non-liquidating Company any sum
necessary to enable the non-liquidating Company to make
provision for a distribution on the above basis such sum
shall be paid forthwith to the non-liquidating Company.
by the liquidating Company. No contribution shall be
made by the non-liquidating Company to the liquidating
Company until the final account has been taken.
	 
	 	 	(e) Any distribution which may be made in specie shall be
made in a manner certified by the Auditors for the time
being (or the last Auditors) of both Companies as
complying with the above basis.









	 	 	(f) In calculating any amounts available for distribution
amongst the holders of the Ordinary Shares of both
Companies there shall be deducted an amount equal to
any contributions made by one Company to the other
pursuant to the provisions of Clause 4 hereof and not
distributed by way of dividend on the Ordinary Shares of
such other Company together with interest thereon as
provided in Clause 4 hereof which amount and interest
shall be exclusively applied for the benefit of the holders
of the Ordinary Shares of such other Company.
	 
	 	 	(g) In making any distribution or allocation under sub-Clause (c) hereof there shall be taken into account the
amounts due in a liquidation of the English Company to
the holders of its Deferred Shares.
	 
	8.	 	If both the Dutch and English Companies shall be in
liquidation at the same time the provisions in Clause 7
hereof shall be applied mutatis mutandis.
	 
	9.	 	(a) Neither Company shall at any time issue any capital
without the consent in writing of the other nor reduce
its capital without the like consent
	 
	 	 	(b) With regard to any future issue of Ordinary Capital the
following provisions shall apply:–






	 	 	 	(i) Issue of bonus shares, that is to say the issue free
of payment to shareholders of shares credited as fully
paid up, shall in principle only be made by the Dutch
and English Companies simultaneously and then only
upon the terms that the shares issued by way of bonus
shall be Ordinary Shares.
	 
	 	 	 	The Boards of the two Companies shall decide from
time to time what amounts should be distributed by
way of bonus shares. The amount decided shall be
utilised in issuing bonus shares to the Ordinary
Shareholders of the Dutch and English Companies
respectively upon the footing that the nominal amount
of bonus capital to be received by the holder of Fl. 12
nominal of capital in the Dutch Company shall bear the
same proportion to such Fl. 12 nominal of capital held
by him as the nominal amount of bonus capital to be
received by the holder of £1 nominal of capital in the
English Company bears to such £1 nominal of capital
held by him. If the undistributed profits (including free
reserves but excluding any contributions made by one
Company to the other in pursuance of Clause 4 hereof
and not utilised for the purpose therein mentioned) of
one of the Companies shall be insufficient to provide
for the issue by that Company of bonus shares as so
decided the other Company shall be under obligation
to pay to it forthwith out of its undistributed profits
(including as aforesaid) any amount required to enable
it to make an issue as so decided.


































































Equalisation
Agreement 2009     9






















 









 
















	 	 	 	Any sums due from one Company to the other in
accordance with the provisions of this Clause shall
be deemed to have become due on the day of
authorisation of the issue of the bonus shares and shall
bear interest from that date at the rate of 4 per cent.
per annum until payment.
	 
	 	 	 	(ii) “Rights” issues, that is to say the issue to
shareholders of shares on terms that each holder of
a specified number of shares is entitled to apply for
and have allotted a specified number of new shares
at a price less than the best obtainable on a public
issue, shall in principle be made by the Dutch and
English Companies simultaneously and then only
upon the terms that the shares issued as “rights”
shall be Ordinary Shares and upon the footing that the
nominal amount of capital offered for subscription to
every holder of Fl. 12 nominal of capital in the Dutch
Company shall bear the same proportion to such FI. 12
nominal of capital held by him as the nominal amount
of capital offered for subscription to every holder of £1
nominal of capital in the English Company shall bear
to such £1 nominal of capital held by him and so that
the amounts to be paid by a subscriber of each FI. 12
nominal of capital in the Dutch Company shall at the
rate of exchange on the day of decision by the Boards
to make the issues be equal in value to the amount to
be paid by the subscriber of each £1 nominal of capital
in the English Company.
	 
	 	 	 	(iii) Neither Company shall in principle issue Ordinary
Shares at any time at a price which when converted
into sterling or florins as the case may be at the rate of
exchange on the day of such issue would for a share
of a nominal amount of FI. 12 or £1 as the case may
be represent a subscription price lower than £1 or FI.
12 as the case may be.
	 
	 	 	 	(iv) If at any time Boards of the two Companies decide
that it is in the interests of the two Companies that
the principles set out in Sections (i), (ii) and (iii) of this
sub-Clause should not be applied then and in every
such case such measures shall be taken as will be
equitable to the Shareholders of both Companies
having regard to the recitals and the provisions in
these presents.






	10.	 	This Agreement shall be construed and have effect in all
respects as a contract made in England in accordance with
the laws of England and any dispute shall be settled by
arbitration in England under the Arbitration Acts 1889 to
1934 or any statutory modification or re-enactment thereof.







IN WITNESS whereof this Agreement has been duly executed
by both parties.



The original agreement dated 28th June 1946 was signed on
behalf of Lever Brothers and Unilever Limited by Mr. R. E. Huffam
and Mr. A. G. Short, Directors and on behalf of Lever Brothers &
Unilever N.V. By A. Hartog and R. G. Jurgens, Directors.





































10     Equalisation Agreement 2009































 









 














This Agreement is made the Twentieth day of July 1951
BETWEEN LEVER BROTHERS & UNILEVER N.V. having its
registered office at Rotterdam in the Netherlands (hereinafter
called “the Dutch Company”) of the one part and LEVER
BROTHERS & UNILEVER LIMITED having its registered office
at Port Sunlight England (hereinafter called “the English
Company”) of the other part SUPPLEMENTAL to an Agreement
(hereinafter called “the Principal Agreement”) dated the 28th
day of June 1946 and made between the Dutch Company
of the one part and the English Company of the other part



WHEREAS by Clause 4 of the Principal Agreement ii is provided
(inter alia) that if the current profits and free reserves (as defined
in the Principal Agreement) of one of the Companies shall be
insufficient to pay the Ordinary dividend decided upon pursuant
to such Clause the other Company shall be under obligation
to pay to it forthwith any amount required to enable it to pay
such dividend



AND WHEREAS the Dutch Company and the English
Company have mutually agreed that the provisions of
Clause 4 of the Principal Agreement shall be modified
in manner hereinafter provided



AND WHEREAS the aforesaid modification has been duly
sanctioned and the Directors of the Dutch Company and of
the English Company have respectively been authorised to enter
into and carry into effect an Agreement in the terms of this
Agreement by a resolution of a General Meeting of the Dutch
Company duly convened and held on the 12th day of July, 1951
such resolution having subsequently been approved by a
separate Meeting of the holders of Ordinary Shares in the Dutch
Company duly convened and held on the 12th day of July, 1951
pursuant to Article 33 of the Articles of Association of the Dutch
Company and by a resolution passed at a separate General
Meeting of the Ordinary Stockholders of the English Company
duly convened and held on the 12th day of July, 1951 in
pursuance of the provisions of Article 3 of the Articles of
Association of the English Company.







NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:–





	1.	 	The Principal Agreement shall be modified by the deletion
of the last sentence of the second paragraph of Clause 4
thereof and the substitution therefor of the following new
sentences namely “If the current profits of one Company
shall be insufficient to enable it to pay the ordinary dividend
so decided the other Company shall to the extent of its own
current profits remaining after providing for the amount
required to enable it to pay the ordinary dividend so decided
on its own Ordinary share capital be under obligation to pay
forthwith to the first mentioned Company an amount
sufficient to make up the first mentioned Company’s
current profits to the sum required to pay such dividend.
If the current profits (including the amount of any
contribution received pursuant to the preceding provisions
of this Clause) and the free reserves of one Company are
insufficient to enable it to pay such dividend the deficiency
shall be met by a contribution from the other Company to
the extent of its free reserves. For the purposes of the
preceding provisions of this Clause the expression ‘ordinary
dividend’ shall in the case of the English Company include
(where necessary and appropriate) the dividends on the
preferential certificates outstanding under the

Co-Partnership Trust and on its Deferred Shares.”.
	 
	2.	 	The Principal Agreement (which in all other respects is
hereby confirmed) shall henceforth be read and construed
accordingly.




IN WITNESS whereof this Agreement has been duly executed
by both parties.



The original agreement dated 20 July 1951 was signed on
behalf of Lever Brothers & Unilever Limited by Mr R. G. Jurgens
and Mr R. H. Heyworth, Directors and on behalf of Lever
Brothers & Unilever N.V. by A. E. J. Simon Thomas and
M. G. de Baat, Directors.































































Equalisation
Agreement
2009     11























 









 














THIS AGREEMENT is made the 21st day of December 1981
BETWEEN UNILEVER N.V. having its registered office at
Rotterdam in the Netherlands (hereinafter called “the Dutch
Company”) of the one part and UNILEVER PLC having its
registered office at Port Sunlight England (hereinafter called
“the English Company”) of the other part SUPPLEMENTAL to:–





	(a)	 	an Agreement (hereinafter called “the Principal
Agreement”) dated the 28th day of June 1946 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other part; and
	 
	(b)	 	an Agreement (hereinafter called “the Supplemental
Agreement”) dated the 20th day of July 1951 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other part expressed to be supplemental to
the Principal Agreement.





WHEREAS:





	A.	 	The Dutch Company and the English Company have
mutually agreed that the Principal Agreement as modified
by the Supplemental Agreement shall be further modified
in manner hereinafter provided.
	 
	B.	 	The terms set out in this Agreement have been duly
sanctioned and the Directors of the Dutch Company and
the English Company have respectively been authorised
to enter into and carry into effect this Agreement (i) by
Resolution of a general meeting of the Dutch Company
which Resolution has subsequently been approved by a
separate meeting of the holders of Ordinary Shares in the
Dutch Company both meetings having been duly convened
and held on the 18th day of December 1981 pursuant to
Article 47 of the Articles of Association of the Dutch
Company and (ii) by an Ordinary Resolution of the English
Company in general meeting and an Ordinary Resolution
passed at a separate general meeting of the holders of
Ordinary Shares of the English Company both meetings
having been duly convened and held on the 18th day of
December 1981 pursuant to Article 3 of the Articles of
Association of the English Company.





NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:–





	1.	 	Recital C of the Principal Agreement shall be deleted and
the provisions of the Principal Agreement shall be modified
in manner following that is to say:–
	 
	 	 	(A) In Clause 1 the definition of the expression “OPEN
RESERVES” shall be amended by deleting the words “other
than those properly made and still required to meet any
specified loss liability or contingency” and substituting
therefore the words “other than (i) reserves not legally
available for distribution (ii) reserves properly made and still
required to meet any specified loss, liability or contingency
and (iii) any deferred dividend reserve or equalisation









	 	 	reserve” and the definition of the expression “CURRENT
PROFITS” shall be amended by deleting the words
“available for distribution” and substituting therefor
the words “which may lawfully be distributed”.
	 
	 	 	(B) The following further definition shall be added at the
end of Clause 1:–
	 
	 	 	““RELEVANT RATE OF EXCHANGE” shall mean the rate of
exchange between the Dutch Florin and the Pound sterling
on the last day of the quarterly period ended last before
the declaration of a dividend (in the case of an interim
dividend) or of the financial period in respect of which a
dividend is being resolved to be recommended (in the case
of a final dividend) provided that if the parties hereto shall
by mutual agreement adopt another rate of exchange for
their reporting to shareholders of the combined profit of
the two Companies attributable to their Ordinary Share
Capitals in respect of the relevant quarterly period or
financial period (as the case may be) then such other rate
shall be the relevant rate of exchange.”
	 
	 	 	(C) Clause 4 of the Principal Agreement (as modified by the
Supplemental Agreement) shall be deleted and there shall
be substituted therefor the following new Clause:–






	 	 	 	“4. (a) All dividends on the Ordinary Share Capitals of
the Dutch and English Companies shall in the case of
interim dividends be declared and in the case of final
dividends be resolved to be recommended by the
Boards of the Dutch and English Companies on the
same day.
	 
	 	 	 	(b) The Boards of the two Companies shall decide
from time to time what portion of the aggregate of
the current profits of the two Companies for each
financial period and free reserves should be distributed
by way of dividend on the Ordinary Share Capitals of
the Dutch and English Companies for that period for
which purpose the Boards may take into account the
existence of the following provisions of this Clause.
	 
	 	 	 	(c) The amount so decided shall (subject as provided
in this Clause) be utilised in providing for dividends
on the Ordinary Share Capitals of the Dutch and
English Companies respectively upon the footing that
the dividend paid on every Fl.12 nominal of capital in
the Dutch Company at the relevant rate of exchange
shall be equal in value to the dividend paid on every
£1 nominal of capital in the English Company.
	 
	 	 	 	(d) Notwithstanding the foregoing if the application
of sub-clause (c) of this Clause to the decision
mentioned in sub-clause (b) of this Clause:–






	 	 	 	(i) would result in the declaration or
recommendation of a dividend by one of the
Companies which it would be prevented by
law from declaring; or


































12     Equalisation Agreement 2009































 









 
















	 	 	 	(ii) would because of movements in the relative
parities between the Dutch Florin and the
Pound sterling result in a level of dividend of
one of the Companies which (in the opinion
of the Boards of the two Companies) its Board
(on the assumption for this purpose that the
Company concerned was the parent company
of the two Companies) would regard as
unreasonable to declare or recommend having
regard in particular to (1) the level of the
corresponding dividend in respect of the last
preceding financial period (2) the development
of the aggregate of the current profits of the
Dutch and English Companies expressed in the
currency of the Company concerned and (3)
any special circumstances in the country of
incorporation of that Company relevant to the
decision as to the level of dividend which
would be reasonable;






	 	 	 	the Board of that Company may declare or
recommend a dividend differing from that resulting
from sub-clauses (b) and (c) of this Clause provided
that in each case;






	 	 	 	(x) such dividend is of such a level as is
reasonable in the opinion of the Boards of
both Companies having regard in particular
to the factors described in this sub-clause;
	 
	 	 	 	(y) the difference is dealt with in accordance
with the following provisions of this Clause;
and
	 
	 	 	 	(z) the Boards of the two Companies make
available to their shareholders together with
and in the same manner as the announcement
of the dividend a statement giving the
reasons why the provisions of this sub-clause
have been applied.






	 	 	 	(e) For the purpose of the following provisions of
this Clause:–






	 	 	 	(i) “the Company declaring the lower
dividend” shall mean the Company declaring
a dividend which upon the footing referred
to in sub-clause (c) of this Clause shall be
lower in value than the dividend declared by
the other Company; and
	 
	 	 	 	(ii) “the difference” shall mean the difference
calculated at the relevant rate of exchange
between the, total amount of dividend
declared on its Ordinary Share Capital by the
Company declaring the lower dividend and
the total amount of dividend it would have
to declare on its Ordinary Share Capital in
order to provide for a dividend which upon
the footing referred to in sub-clause (c) of
this Clause would be equal in value to that
declared by the other Company.









	 	 	 	(f) Whenever it shall be decided in accordance with
the provisions of paragraph (i) of sub-clause (d) of
this Clause that a dividend shall be declared or
recommended differing from that which would result
from sub-clauses (b) and (c) of this Clause an amount
equal to the difference shall be credited to a “deferred
dividend reserve” to be established or adjusted as the
case may be in the books of the Company declaring
the lower dividend and that Company shall apply the
whole of such deferred dividend reserve towards
declaration and payment of a dividend or dividends on
its Ordinary Share Capital as soon as practicable after
this becomes permitted by law. If at the date of
declaration of any such last-mentioned dividend that
Company holds any of its own Ordinary Shares the
amount of the dividend which would be payable
in respect of them if they were not so held shall be
transferred from the deferred dividend reserve to
that Company’s free reserves.
	 
	 	 	 	(g) Whenever it shall be decided in accordance
with the provisions of paragraph (ii) of sub-clause
(d) of this Clause that a dividend shall be declared
or recommended differing from that which would
result from sub-clauses (b) and (c) of this Clause an
amount equal to the difference shall be credited to an
“equalisation reserve” to be established or adjusted
as the case may be in the books of the Company
declaring the lower dividend provided that if such
an equalisation reserve is at that time in existence in
the books of the other Company there shall first be
deducted from the amount of the difference the
amount of that equalisation reserve or such part
thereof as is equal to the amount of the difference
and provided further that in such case the amount so
deducted shall be debited to that existing equalisation
reserve. Any amounts so to be deducted and debited
shall bt: calculated at the relevant rate of exchange.
	 
	 	 	 	(h) If at any time when a deferred dividend reserve or
an equalisation reserve is in existence in the books of
either of the two Companies:–






	 	 	 	(i) the amount paid up on its Ordinary Share
Capital shall be increased (otherwise than as a
result of an allotment or issue of shares to the
holders of its existing Ordinary Share Capital
free of payment or an allotment or issue of
shares to the holders of its existing Ordinary
Share Capital pursuant to an offer of such
shares to such holders whether in any such
case the right to such shares or the right to
accept such an offer is or is not renounceable)
and the amount paid up on its Ordinary Share
Capital comprised in such increase ranks or
will rank for any dividend to be paid out of
the existing deferred dividend reserve or
equalisation reserve under the provisions of
this Clause the amount of such reserve shall
thereupon be increased proportionately to the
increase in the paid up amount of its Ordinary
Share Capital by the transfer to such reserve
of an appropriate part of that Company’s free
reserves; or



































Equalisation
Agreement 2009     13






















 









 
















	 	 	 	(ii) the amount paid up on its Ordinary Share
Capital shall be reduced (otherwise than by
a reduction of the amount paid up on each
Ordinary Share) the amount of such reserve
shall thereupon be reduced proportionately
to the reduction in the paid up amount of
its Ordinary Share Capital by the transfer of
an appropriate part of such reserve to that
Company’s free reserves. This paragraph shall
apply to a reduction of the amount paid up
on the Ordinary Shares of either of the two
Companies arising on a purchase by that
Company of its own shares as well as on a
reduction of that Company’s capital.






	 	 	 	(j) Notwithstanding the foregoing the power under
paragraph (ii) of sub-clause (d) of this Clause to declare
or recommend a dividend differing from that which
would result from sub-clauses (b) and (c) of this Clause
shall not be used if and to the extent that as a result
thereof the amount to be credited to any equalisation
reserve by one of the Companies when added to the
amount (if any) already standing to the credit of the
equalisation reserve in the books of that Company
would exceed an amount equal to the annual average
of the aggregate dividends declared or recommended
on the Ordinary Share Capital of that Company in
respect of the three financial periods immediately
preceding the financial period in respect of which the
relevant dividend is being declared or recommended. If
any Ordinary Share Capital of that Company has at
any time been issued (otherwise than as bonus shares
as defined in Clause 9(b) hereof) on terms that it ranks
or will rank for dividend in respect of a part only of the
said three financial periods or for only some and not
the whole of the dividends declared or recommended
in respect of those periods then for the purposes of
the foregoing the said average shall be calculated as
if all the Ordinary Share Capital so issued had been
issued at the beginning of the first of the said three
financial periods and in respect of those periods the
same rate or rates of dividend had been declared
or recommended on the Ordinary Share Capital so
issued as were declared or recommended on that
Company’s issued Ordinary Share Capital provided that
if the increase in the issued Ordinary Share Capital
shall be effected by way of a Rights issue as defined in
Clause 9(b) hereof the amount of such additional
Ordinary Share Capital to be treated as if issued at the
beginning of the first of the said financial periods shall
be reduced by an amount (to be announced at the
time when the issue is made) which the Boards of the
two Companies consider to be reasonable having
regard to any discount on current market price at
which the Rights issue shall be made.









	 	 	 	(k) If at any time one of the Companies shall have
standing to the credit of its equalisation reserve
a sum equal to or exceeding 70 per cent. of the
maximum amount permitted in accordance with
sub-clause (j) of this Clause that Company shall be
entitled to apply the whole or part of its equalisation
reserve towards the declaration and payment of a
dividend or dividends on its Ordinary Share Capital. If
at the date of declaration of any such last-mentioned
dividend that Company holds any of its own Ordinary
Shares the amount of the dividend which would be
payable in respect of them if they were not so held
shall be transferred from the equalisation reserve to
that Company’s free reserves.
	 
	 	 	 	(l) If the current profits of one Company shall be
insufficient to enable it to pay any ordinary dividend
declared or recommended under sub-clause (c) or
sub-clause (d) of this Clause and if the Boards of the
two Companies consider it appropriate that
Company shall require the other Company to the
extent of its own current profits remaining after
providing for the amount required to enable it to pay
the ordinary dividend so declared or recommended
on its own Ordinary Share Capital to pay forthwith
to the first-mentioned Company an amount sufficient
to make up the first-mentioned Company’s current
profits to the sum required to pay such dividend.
If the current profits (including the amount of any
contribution received pursuant to the provisions
of this sub-clause) and the free reserves of one
Company are insufficient to enable it to pay such
dividend or to credit to deferred dividend reserve
or to equalisation reserve the amount required
under sub-clauses (f) (g) and (h) of this; Clause the
deficiency shall be met by a contribution from
the other Company to the extent of its free reserves.
For the purposes of this Clause the expression
“ordinary dividend” shall in the case of the English
Company include (where necessary and appropriate)
the dividends on the preferential certificates
outstanding under the Co-Partnership Trust and
on its Deferred Shares.
	 
	 	 	 	(m) Neither Company shall pay any dividend on
its Ordinary Share Capital larger than the one
declared of recommended to be declared by the
Board of the Company concerned in accordance
with the preceding provisions of this Clause and
if notwithstanding this restriction either of the
Companies shall pay a larger dividend on its Ordinary
Share Capital such Company shall forthwith pay to
the other Company a sum equal to the extra amount
which the other Company would have to distribute
to raise the dividend on its Ordinary Shares for that
period accordingly and if necessary in the case of the
English Company to pay the dividends on the said
preferential certificates and on its Deferred Shares.
In such circumstances such other Company may at
such times as it may in its discretion decide utilise the
amount so received by it in paying an extra dividend
































14     Equalisation Agreement 2009
































 









 
















	 	 	 	or such dividends as the case may be and so long
as and to the extent that such extra dividend or such
dividends are not so paid the said amount together
with interest thereon at the rate of 4 per cent. per
annum shall be excluded in computing the current
profits and free reserves of that Company for each
subsequent financial period.”






	 	 	(D) Clause 7 ( c) of the Principal Agreement shall be
deleted and there shall be substituted therefor the
following new sub-clause:– 






	 	 	 	“(c) The surplus assets of both Companies after
payment in full to or provision made for the holders
of the Preference Shares of both Companies shall be
available for making distributions to the holders of
the Ordinary Shares of the liquidating Company on
the basis that the surplus assets of both Companies
are deemed to be pooled and distributed or allocated
amongst the holders of the Ordinary Shares of both
Companies on the footing that the sum paid or
allocated on every Fl.12 nominal of capital in the
Dutch Company at the rate of exchange on the day
of certification of the Accounts so to be prepared as
aforesaid on which the distribution and allocation are
made shall be equal in value to the sum allocated or
paid on every £1 nominal of capital in the English
Company on the basis that each Company has borne
or has to bear any tax payable by the Company in
respect of such distributions but before deducting
any tax deductible by the Company from the sum
so distributed provided always that before making
such distribution and allocation there shall be
allocated to the holders of Ordinary Shares of the
relevant Company or Companies sums equal to
the amounts (if any) standing for the time being
to the credit of any deferred dividend reserve and
of any equalisation reserve. Any amounts allocated
under the provisions of this sub-clause to the
holders of the Ordinary Shares in the non-liquidating
Company shall be paid to or retained by the
non-liquidating Company.”






	 	 	(E) Clause 10 of the Principal Agreement shall be amended
by deleting the words “the Arbitration Acts 1889 to 1934
or any statutory modification or re-enactmemt thereof”
and substituting therefor the words “the Arbitration Acts
1950 to 1979 or any statutory modification or re-enactment
thereof from time to time in force.”






	2.	 	The Principal Agreement (which in all other respects is
hereby confirmed) shall henceforth be read and construed
as amended by Clause 1 hereof. The terms of the
Supplemental Agreement shall henceforth cease to apply.







IN WITNESS whereof this Agreement has been duly executed
by both parties the day and year first before written.



The original agreement dated 21 December 1981 was
signed on behalf of Unilever N.V. by Mr H. F. van den Hoven
and Mr C. Zwagerman, Director and Secretary respectively,
and on behalf of Unilever PLC by Mr D. Orr and
Mr K. Durham, Directors.


































Equalisation
Agreement
2009     15





















 









 














THIS AGREEMENT is made the 15th day of May 2006 BETWEEN
UNILEVER N.V. having its registered office at Rotterdam in the
Netherlands (hereinafter called “the Dutch Company”) of the
one part and UNILEVER PLC having its registered office at Port
Sunlight, Wirral, Merseyside, United Kingdom CH62 4ZD
(hereinafter called “the English Company”) of the other part
SUPPLEMENTAL to:–





	(a)	 	an Agreement (hereinafter called “the Principal
Agreement”) dated the 28th day of June 1946 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other part;
	 
	(b)	 	an Agreement (hereinafter called “the First Supplemental
Agreement”) dated the 20th day of July 1951 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other part and expressed to be
supplemental to the Principal Agreement; and
	 
	(c)	 	an Agreement (hereinafter called “the Second
Supplemental Agreement”) dated the 21st day of
December 1981 and made between the Dutch Company
of the one part and the English Company of the other part
and expressed to be supplemental to the Principal
Agreement and the First Supplemental Agreement.





WHEREAS:





	A.	 	The Dutch Company and the English Company have
mutually agreed that the Principal Agreement, as modified
by the Second Supplemental Agreement, shall be modified
in the manner hereinafter provided.
	 
	B.	 	The terms set out in this Agreement have been duly
sanctioned and the Directors of the Dutch Company and the
English Company have respectively been authorised to enter
into and carry into effect this Agreement (i) by Resolution of
a general meeting of the Dutch Company which Resolution
had been given prior approval by a separate meeting of the
holders of Ordinary Shares in the Dutch Company, pursuant
to Article 44 of the Articles of Association of the Dutch
Company such meetings having been duly convened and
held on the 8th day of May 2006 and (ii) by an Ordinary
Resolution in general meeting of the English Company and
an Ordinary Resolution passed at a separate general meeting
of the holders of Ordinary Shares in the English Company
both meetings having been duly convened and held on the
9th day of May 2006 pursuant to Article 3 of the Articles
of Association of the English Company.







NOW THIS AGREEMENT WITNESSES as follows:– 





	1.	 	The provisions of the Principal Agreement, as modified by the
Second Supplemental Agreement, shall be modified in the
manner following that is to say:– 






	 	 	(A) All references therein to “Fl. 12” shall be deleted and
references to “EUR 0.16” substituted therefor.
	 
	 	 	(B) All references therein to “£1” shall be deleted and
references to “3 1/9 pence” substituted therefor.
	 
	 	 	(C) All references therein to “Dutch Florin” shall be deleted
and references to “Euro” substituted therefor.
	 
	 	 	(D) All references therein to “florins” shall be deleted and
references to “euros” substituted therefor.
	 
	 	 	(E) Clause 10 of the Principal Agreement shall be amended by
deleting the words “the Arbitration Acts 1950 to 1979 or any
statutory modification or re-enactment thereof from time to
time in force” and substituting therefor the words “the
Arbitration Acts 1950 to 1996 or any statutory modification
or re-enactment thereof from time to time in force”.
	 
	 	 	(F) The following further Clause shall be added as a new
Clause 11:– 






	 	 	 	“11. The parties to this Agreement do not intend that
any term of this Agreement should be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999,
by any person who is not a party to this Agreement.”






	2.	 	This Agreement shall be governed by, and construed in
accordance with, English law.
	 
	3.	 	The Principal Agreement, as modified by the Second
Supplemental Agreement, (which in all other respects is hereby
confirmed) shall henceforth be read and construed as
amended by Clause 1 hereof.




IN WITNESS whereof this Agreement has been duly executed by
both parties the day and year first before written.




The original agreement dated 15 May 2006 was signed on
behalf of Unilever PLC by R. Kugler and A. M. Dillon, Director
and Deputy Secretary respectively, and on behalf of Unilever N.V.
by K. van der Graaf and J. van der Bijl, Director and Joint
Secretary respectively.
































16     Equalisation Agreement 2009






























 









 














THIS AGREEMENT is made the 20th day of May 2009 BETWEEN
UNILEVER N.V. having its registered office at Rotterdam in the
Netherlands (hereinafter called “the Dutch Company”) of the
one part and UNILEVER PLC having its registered office at Port
Sunlight, Wirral, Merseyside, United Kingdom CH62 4ZD
(hereinafter called “the English Company”) of the other part
SUPPLEMENTAL to:-





	(a)	 	an Agreement (hereinafter called “the Principal
Agreement”) dated the 28th day of June 1946 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other party;
	 
	(b)	 	an Agreement (hereinafter called “the First Supplemental
Agreement”) dated the 20th day of July 1951 and made
between the Dutch Company (under its former name Lever
Brothers & Unilever N.V.) of the one part and the English
Company (under its former name Lever Brothers & Unilever
Limited) of the other part and expressed to be
supplemental to the Principal Agreement;
	 
	(c)	 	an Agreement (hereinafter called “the Second
Supplemental Agreement”) dated the 21st day of
December 1981 and made between the Dutch Company
of the one part and the English Company of the other part
and expressed to be supplemental to the Principal
Agreement and the First Supplemental Agreement; and
	 
	(d)	 	an Agreement (hereinafter called “the Third Supplemental
Agreement”) dated the 15th day of May 2006 and made
between the Dutch Company of one part and the English
Company of the other part and expressed to be
supplemental to the Principal Agreement and the First
Supplemental Agreement and the Second Supplemental
Agreement.





WHEREAS:





	A.	 	The Dutch Company and the English Company have
mutually agreed that the Principal Agreement, as modified
by the First Supplemental Agreement, the Second
Supplemental Agreement and the Third Supplemental
Agreement, shall be modified in the manner hereinafter
provided.
	 
	B.	 	The terms set out in this Agreement have been duly
sanctioned and the Directors of the Dutch Company and the
English Company have respectively been authorised to enter
into and carry into effect this Agreement (i) by Resolution of
a general meeting of the Dutch Company which Resolution
had been given prior approval by a separate meeting of the
holders of Ordinary Shares in the Dutch Company, pursuant
to Article 44 of the Articles of Association of the Dutch
Company such meetings having been duly convened and
held on the 14th day of May 2009 and (ii) by an Ordinary
Resolution in general meeting of the English Company and
an Ordinary Resolution passed at a separate general
meeting of the holders of Ordinary Shares in the English
Company both meetings having been duly convened and
held on the 13th day of May 2009 pursuant to Article 3 of
the Articles of Association of the English Company.








NOW THIS AGREEMENT WITNESSES as follows:– 





	1.	 	The provisions of the Principal Agreement, as modified by the
First Supplemental Agreement, the Second Supplemental
Agreement and the Third Supplemental Agreement shall be
modified in the manner following that is to say:-






	 	(A)	 	In Clause 1 the definition of “RELEVANT RATE OF
EXCHANGE” shall be deleted and the following definition
shall be substituted therefor:
	 
	 	 	 	““RELEVANT RATE OF EXCHANGE” shall mean the rate
of exchange as determined by the Dutch Company and
the English Company in such manner as they shall deem
appropriate between the currency or currencies in which
dividends are to be paid on the Ordinary Share Capital of
the Dutch Company and the currency or currencies in
which dividends are to be paid on the Ordinary Share
Capital of the English Company on the day which is one
day prior to the date on which such dividends are to be
declared or resolved to be recommended or if it is not in
the opinion of the Dutch Company and the English
Company practicable to determine a representative rate
of exchange on that day on the next earlier day on which
it is in their opinion practicable to determine a
representative rate of exchange.”; and
	 
	 	(B)	 	In Clause 4(d)(ii) the words “Euro and the Pound Sterling”
shall be deleted and the words “currencies in which
dividends are to be paid” shall be substituted therefor.






	2.	 	This Agreement shall be governed by, and construed in
accordance with, English law.
	 
	3	 	The Principal Agreement, as modified by the First
Supplemental Agreement, the Second Supplemental
Agreement and the Third Supplemental Agreement, (which
in all other respects is hereby confirmed), shall henceforth
be read and construed as amended by Clause 1 hereof.




IN WITNESS whereof this Agreement has been duly executed by
both parties the day and year first before written.



The original agreement dated 20th May 2009 was signed on behalf of Unilever PLC by J.A. Lawrence and S.H.M.A. Dumoulin,
Director and Secretary respectively, and on behalf of Unilever
N.V. by P. Polman and S.H.M.A. Dumoulin, Director and
Secretary respectively.
































Equalisation
Agreement
2009     17