Exhibit 1.1

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| | Company No. 41424                                                                                                        |             | 
| | ------------------------------------------------------------------------------------------------------------------------ | ----------- | 
| |                                                                                                                          |             | 
| |                                                                                                                          |             | 
| | Memorandum and
Articles of Association
      and Special and other Resolutions ofUnilever PLC(Incorporated 21 June 1894)
|
| |                                                                                                                          | 16 May 2007 | 

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Table of Contents of Memorandum and Articles
  of Association
  and Special and other Resolutions

PageCERTIFICATE
            OF INCORPORATION OF LEVER BROTHERS, LIMITED
    4CERTIFICATE
            OF CHANGE OF NAMETO
            LEVER BROTHERS & UNILEVER LIMITED
    5CERTIFICATE
            OF CHANGE OF NAME TO UNILEVER LIMITED
    6CERTIFICATE
            OF INCORPORATION AS A PUBLIC COMPANY
    7MEMORANDUM
            OF ASSOCIATIONClause1
    Name
    81a
    Public Company (adopted
          by resolution of the Directors on 9th April, 1981)
    82
    Registered Office (adopted
          by resolution of the Directors on 9th April, 1981 in place of the original
          clause)
    83
    Objects (adopted by Special
          Resolution on 18th May, 1983 in place of the original clause)
    84
    Limited Liability
    105
    Original capital
    10Subscribers
            to the Memorandum
    10CAPITAL
            ALTERATIONS12th
          October, 1937
      Special Resolution for Reduction of Capital to £117,000,000; conversion
      of 4,015,310 7 per cent. Cumulative Preference Shares of £1 each into
      4,015,310 5 per cent. Cumulative Preference Shares of £1 each; consolidation
      of 24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s.
      each and conversion into 6,212,688 Ordinary Shares of £1 each; conversion
      of 7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1
      each into 7,000,000 Ordinary Shares of £1 each; subdivision of 2,150,000
      Ordinary Shares of £10 each into 21,500,000 Ordinary Shares of £1
      each; increase of capital to £141,418,750; conversion of unissued
      shares into stock when issued and fully paid; and change of name of Company
      to Lever Brothers & Unilever Limited
    1115th
          November, 1937
      Order of the High Court sanctioning the Scheme of Arrangement and Amalgamation
      between Unilever Limited and its Stockholders and Lever Brothers, Limited
      and confirming the reduction of the capital to £117,000,000
    1215th November,
          1937
      Minute approved by the Court on reduction of capital
    1330th November,
          1937
      Certificate of registration of the above mentioned Order of the High Court
      and Minute on reduction of capital
    1427th
          February, 1952
      Special Resolution to change name of Company to Unilever Limited
    15


Page20th September,
      1966
      Special Resolutions for Reduction of Capital by the cancellation of assented
      Preferential Stock (as defined in the Scheme of Arrangement dated 25th August,
      1966 between Unilever Limited and its six classes of members) and of the
      1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each
      and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of
      £1 each; increase of capital to £141,418,750; redesignation of
      Preference and Preferred Ordinary Stock and Shares
    1524th October,
      1966 Order of the High Court sanctioning
      (with modifications) Scheme of Arrangement
      dated 25th August, 1966, between
      Unilever Limited and its six classes of members as
      set forth in the First Schedule to the Order; confirming the
      reduction of the capital to £64,274,506; approving Minute
      (on reduction of capital) as set forth in the Second
      Schedule to the Order
    165th
      December, 1966
      Certificate of registration on 2nd December, 1966 of the above mentioned
      Order of the High Court dated 24th October, 1966 and relative Minute on
      reduction of capital
    2312th December, 1983
Special Resolution for the Reduction of Capital by the cancellation of 24,993,904
    Ordinary Shares and the increase of the authorised Capital to £141,418,750
    2424th January, 1984
Order of the High Court confirming the reduction of capital from £141,418,750
to £135,170,274 and Minute approved by the Court
    2514th February, 1984
Certificate of registration on 27th January, 1984 of the above mentioned Order
      of the High Court dated 24th January, 1984 and relative Minute on reduction
    of capital
    2723rd January, 1989
Special Resolution for the Reduction of Capital by the repayment of the 7 per
      cent. and 5 per cent. First Cumulative Preference Stocks, the 8 per cent.
      Second Cumulative Preference Stock and the 20 per cent. Third Cumulative
    Preferred Ordinary Shares
    2823rd January, 1989
Extraordinary Resolution at Class Meeting of the holders of the 7 per cent. First
      Cumulative Preference relating to the Reduction of Capital referred to
    above
    2823rd January, 1989
Extraordinary Resolutions at Class Meetings of the holders of 5 per cent. First
      Cumulative Preference Stocks and the 8 per cent. Second Cumulative Preference
    Stock relating to the Reduction of Capital referred to above
    29


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Page23rd
          January, 1989
      Extraordinary Resolutions at Class Meeting of the holders of the 20 per
      cent. Third Cumulative Preferred Ordinary Shares relating to the Reduction
      of Capital referred to above
    3027th
          February, 1989
      Order of the High Court confirming the Reduction of Capital from £141,418,750
      to £136,275,682 and Minute approved by the Court
    3113th
          March, 1989
      Certificate of registration on 2nd March, 1989 of the above mentioned Order
      of the High Court dated 27th February, 1989 and the relative Minute on
      Reduction of Capital
    33ARTICLES
            OF ASSOCIATION
    34ArticleInterpretation1
    Exclusion
          of Table A
    342
    Definitions
    34Agreement
            for Distribution of Profits and Assets3
    Agreement
          with Unilever N.V.
    35Share Capital4
    Rights attached
          to shares
    355
    Redemption
          of shares
    356
    Trusts not
          recognised
    357
    Allotment
          of shares
    358
    Payment of
          commission
    359
    Capital
    3510
    Repayment
          of capital in a winding-up
    3511
    Modification
          of rights
    36Evidence
            of Title to Shares12.1
    Uncertificated
          shares
    3612.2
    Certificated
          shares
    3613
    Replacement
          of certificates
    3614
    Execution of
          share certificates
    37Lien15
    Companys
          lien on shares not fully paid
    3716
    Enforcing
          lien by sale
    3717
    Validity of
          sales
    3718
    Application
          of proceeds of sale
    37Calls on
            Shares19
    Calls
    3720
    Payment on
          calls
    3721
    Liability
          of joint holders
    3722
    Interest due
          on non-payment
    3723
    Sums due on
          allotment to be treated as calls
    3724
    Power to differentiate
    3725
    Payment of
          calls in advance
    37


PageForfeiture
      of Shares26
    Notice may
      be given if call or instalment not paid
    3827
    Form of notice
    3828
    Forfeiture
      of shares if non-compliance with notice
    3829
    Notice after
      forfeiture
    3830
    Sale of forfeited
      shares
    3831
    Arrears to
      be paid notwithstanding forfeiture
    3832
    Effect of forfeiture
    3833
    Statutory declaration
      as to forfeiture
    38Transfer
      of Shares34
    Transfer
    3835
    Execution of
      transfer
    3836
    Right to decline
      to register transfer of partly paid shares
    3837
    Further rights
      to decline to register transfer
    3938
    Notice of refusal
    3939
    No fee payable
      on registration
    39Transmission
      of Shares40
    Transmission
      of registered shares on death
    3941
    Entry of transmission
      in register
    3942
    Election of
      person entitled by transmission
    3943
    Rights of person
      entitled by transmission
    39Conversion
      of Shares into Stock44
    Conversion
      of shares into stock
    3945
    Rights of stockholders
    40Share
      Warrants to Bearer46
    Issue of share
      warrants
    4047
    Bearer of warrants
      deemed a member of the Company
    4048
    Restrictions
      on attending and voting at meetings
    4049
    One name only
      to be received as holder of share warrant
    4050
    Issue of deposit
      certificate in respect of share warrants
    4051
    Surrender of
      deposit certificate
    4052
    Restriction
      on exercise of rights of membership
    4053
    Issue of new
      share warrants
    4054
    Transfer of
      share warrants
    4055
    Issue of shares
      on surrender of share warrants
    41Untraced
      Shareholders56
    Sale of shares
      of untraced shareholders
    4157
    Cessation of
      sending dividend payments
    41Increase
      of Capital58
    Power to increase
      capital
    4259
    New shares
      may be offered to existing members
    4260
    Status of new
      shares
    42Alteration
      of Capital61
    Power to consolidate,
      sub-divide and cancel
    4262
    Fractions
    4263
    Reduction of
      capital
    4264
    Purchase of
      own shares
    42


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|Unilever PLCMemorandum
      and Articles of Association 2007 | 1

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PageGeneral
            Meetings65
    Extraordinary
          general meetings
    4266
    Annual general
          meetings
    4267
    Calling of
          extraordinary general meetings
    4268
    Insufficient
          Directors within the United Kingdom
    43Notice
            of General Meetings69
    Notice
    4370
    Omission or
          non-receipt of notice
    43Proceedings
            at General Meetings71
    Quorum
    4372
    Dissolution
          and adjournment of meetings if quorum not present
    4373
    Chairman of
          general meeting
    4374
    Entitlement
          to attend and speak
    4375
    Adjournments
          and notice of adjournment
    4476
    Security and
          other arrangements at general meetings
    44Voting77
    Method of
          voting
    4478
    Effect of
          properly demanded poll
    4479
    When poll to
          be taken
    4580
    Continuance
          of business after demand for poll
    4581
    Votes on a
          poll
    4582
    Casting vote
          of chairman
    4583
    Voting rights
          of members
    4584
    Voting rights
          of joint holders
    4585
    Exercise of
          voting rights for incapable member
    4586
    No right to
          vote where sums still payable
    4587
    Temporary
          cessation of rights of shareholders
    4588
    Objections
    45Proxies89
    Appointment
          of proxies
    4690
    Receipt of
          proxies
    4691
    Validity of
          proxy
    4692
    Form of proxy
    4693
    Determination
          of authority
    46Resolutions94
    Form of resolutions
    4795
    Resolution
          in writing
    47Appointment,
            Retirement and Removalof Directors96
    Number of
          Directors
    4797
    Shareholding
          qualification
    4798
    Power
          for Directors to fill casual vacancies or appoint additional Directors
    4799
    Retirement
          of Directors
    47100
    Meeting to
          fill up vacancies
    47101
    Persons eligible
          as Directors
    47102
    Provisions
          if no eligible persons available
    47103
    Provisions
          if if insufficient eligible persons elected
    47104
    Power to remove
          Director by special resolution
    48105
    Disqualification
          of Directors
    48106
    Alternate
          Directors
    48107
    Executive
          Directors
    48108
    Non-Executive
          Directors
    48


PageRemuneration
      and Expenses of Directors109
    Directors
      remuneration
    49110
    Extra remuneration
    49111
    Expenses
    49Directors
      Interests112
    Permitted interests
      and voting
    49Powers and
      Duties of the Directors113
    General powers
      of Company vested in Directors
    51114
    Establishment
      of local boards
    51115
    Powers of attorney
    51116
    Delegation
      to individual Directors
    51117
    Powers in respect
      of official seals
    51118
    Registers
    51119
    Power to borrow
      money and give security
    51120
    Pensions
    52121
    Provision for
      employees
    52Proceedings
      of the Directors122
    Meetings of
      Directors
    52123
    Notice of meetings
    52124
    Quorum
    53125
    Effect of vacancies
      in number of Directors
    53126
    Power to appoint
      chairman
    53127
    Competence
      of meetings
    53128
    Voting
    53129
    Delegation
      to committees
    53130
    Delegation
      to Group Chief Executive
    53131
    Participation
      in meetings by telephone
    53132
    Resolution in
      writing
    54133
    Validity of
      acts of Directors or committee
    54134
    Minutes to
      be made
    54Seals135
    Use of seals
    54Dividends
      and Other Payments136
    Application
      of profits
    54137
    Declaration
      of dividends
    54138
    Interim dividends
    54139
    Dividends to
      be paid according to amounts paid up on shares
    55140
    Debts may be
      deducted
    55141
    Dividend not
      to bear interest against the Company
    55142
    Payment procedures
    55143
    Unclaimed dividends
    55144
    Dividends in
      specie
    55Capitalisation
      of Profits145
    Power to capitalise
      profits
    55146
    Scrip Dividends
    56147
    Settlement
      of difficulties in distribution on capitalisation of profits
    56Record Dates
      and Accounting Records148
    Record dates
    56149
    Directors to
      keep proper accounts
    56150
    Inspection of
      records
    57


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      and Articles of Association 2007
|- | -------------------------------------------------------------

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PageService
            of Notices and Other Documents151
    Service of
          notices
    57152
    Members resident
          abroad
    57153
    When notice
          deemed served
    57154
    Service of
          notice to person entitled by transmission
    57155
    Notice given
          by advertisement
    58Destruction
            of Documents156
    Consequences
          of destruction of documents
    58Winding-Up157
    Order of priority
          in winding-up
    58158
    Distribution
          of assets in specie
    58Indemnity159
    Indemnification
          of Directors
    58SPECIAL
            AND OTHER RESOLUTIONS18th
          June, 1931
    59Resolution
      for Conversion of Shares into Stock12th
          July, 1951
      Resolution of Ordinary Stockholders sanctioning modification of the terms
      of the Agreement dated 28th June, 1946 between Lever Brothers & Unilever
      N.V. and the Company referred to in Article 3 of the Companys Articles
      of Association
    5927th
          October, 1961
      Resolution re-converting the issued Ordinary Stock into Ordinary Shares
      of 5s. 0d. each and sub-dividing the unissued Ordinary Shares of £1
      each into Ordinary Shares of 5s. 0d. each
    60Special
          Resolution relating to resolutions for conversion of Shares into Stock
          ceasing to apply to the Ordinary Share capital17th
          May, 1978
      Resolution re-converting 20 per cent. Third Cumulative Preferred Ordinary
      Stock into Shares
    609th
          April, 1981
      Resolution of the Directors to re-register as a public company and to amend
      the Memorandum of Association
    6118th
          May, 1983
      Special Resolution adopting new Clause 3 of the Memorandum of Association
    6120th
          May, 1987
      Resolution sub-dividing the Ordinary Shares of 25p each into Ordinary Shares
      of 5p each
    62Special
          Resolution adopting new Articles of Association3rd
          May, 1989
      Special Resolution amending the Articles of Association on repayment of
      Preference Stocks and Preferred Ordinary Shares
    62


PageSpecial Resolution
      amending Article 145(a) of the Articles of Association
    63Special
      Resolution adopting new Article 117 of the Articles of Association
    634th May, 1994
      Special Resolution amending Article 110 and adopting new Article 158 of
      the Articles of Association
    65Special
      Resolution adopting new Article 127 of the Articles of Association
    653rd
      May, 1995
      Special Resolution adopting new Articles 14, 128 and 141 of the Articles
      of Association
    66Special
      Resolution adopting new Articles 57 and 134 of the Articles of Association
    66Special
      Resolution adopting new Articles 75 and 76 of the Articles of Association
    676th May, 1997
      Special Resolution amending Articles 2, 35, 38, 39, 56, 57, 141, 145, 147,
      150, 152 and 153 and adopting new Articles 12.1, 12.2, 34, 37, 42 and 70
      of the Articles of Association
    6822nd September,
      1997
      Special Resolution adopting new Article 9 and amending Article 83
    704th May, 1999
      Special Resolution adopting new Article 9 and amending Article 83
    719th
      May, 2001
      Special Resolution amending Articles 2, 69, 72, 85, 92, 93, 104, 105, 121,
      126, 129, 150, 151 and 152 and adopting new Articles 89, 90, 91 and 95
    7212th
      May, 2004
      Special Resolution amending Articles 2, 77, 118 and 134, adopting new Articles
      74, 97, 101, 103, 108, 109 and 130, and deleting Articles 107, 127, 132
      and 133
    75Special Resolution
      amending Articles 3, 11, 44, 56, 72, 75, 110, 144, 145, 156 and 158
    7711th May, 2005
      Special Resolution amending Articles 107 and 108 and substituting Articles
      130 and 159
    789th
      May, 2006
      Special resolution substituting Articles 9, 11(C), 99, 101, 102 and 103
      and amending Article 109
    7916th May, 2007
      Special resolutions amending Articles 2, 9, 83, 90(C), 109, 151 and 154
      and substituting Article 155(A)
    82


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|Unilever PLCMemorandum
      and Articles of Association 2007 | 3

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|No. 41424 C                                                           | N.L. 40439
|--------------------------------------------------------------------- | ----------
|                                                                     
|Certificate of Incorporation
      of
        Lever Brothers, Limited
|                                                                     
|                                                                     







I hereby Certifythat LEVER BROTHERS, LIMITED is this day Incorporated under the Companies Acts, 1862 to 1890, and that the Company is Limited.













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    and Articles of Association 2007
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|No. 41424                        
|---------------------------------
|                                 
|Certificate of
    Change of Name
|                                 
|                                 







I hereby Certifythat
LEVER BROTHERS, LIMITED having, with the sanction of a Special Resolution of
the said Company and with the approval of the BOARD OF TRADE, changed its name,
is now called LEVER BROTHERS & UNILEVER LIMITED, and
I have entered such new name on the Register accordingly.









Given under my hand at London, this Thirty-first
day of December,
One thousand nine hundred and thirty-seven.



|Unilever PLCMemorandum
    and Articles of Association 2007 | 5
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|No. 41424                                              
|-------------------------------------------------------
|                                                       
|Change of
    Name Certificate                         
|pursuant to Section 18(3) of the Companies
    Act 1948
|                                                       
|                                                       







I hereby Certifythat
LEVER BROTHERS & UNILEVER LIMITED having, with the sanction of
a Special
Resolution of the said Company and with the approval of the
BOARD OF TRADE, changed
its name, is now called UNILEVER LIMITED,
and I have entered such new name on
the Register accordingly.









Given under my hand at London, this First day
of March,
One thousand nine hundred and fifty-two.



|6 | Unilever PLCMemorandum
    and Articles of Association 2007
|- | -----------------------------------------------------------

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|No. 41424                                                                    
|-----------------------------------------------------------------------------
|                                                                             
|Certificate of Incorporation on
      Re-registration
    as a Public Company
|                                                                             
|                                                                             
|                                                                             







I hereby Certifythat UNILEVER PLC has this day been re-registered under the Companies Acts 1948 to 1980 as a public company, and that the company is limited.













|Unilever PLCMemorandum
    and Articles of Association 2007 | 7
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The Companies Act



|Public company limited by shares                   
|---------------------------------------------------
|                                                   
|Memorandum of Association of
      Unilever
    PLC
|                                                   
|                                                   
|                                                   

1
*
	The name of the Company is UNILEVER PLC.1a
	The Company is to be a public company.2
	The registered office of the Company will be situated
in England and Wales.3**
  The objects for which the Company
    is established are:(1)To
      acquire and take over as a going concern the business
      and undertaking carried on at Port Sunlight
in the County of Chester, and elsewhere,
by and under
the style of Lever Brothers, Limited,
incorporated in the
year 1890, and all or any of the assets
and liabilities of
the said Lever Brothers, Limited.(2)To
      act or carry on business as a holding company and to
      hold or acquire shares or other interests in
companies and to assist finance or manage
any companies
in which it has an interest.(3)To
      operate and carry into effect an Agreement dated
      28th June, 1946 (as amended by Supplemental Agreements
      dated 20th July, 1951 and 21st December, 1981)
      with Unilever N.V. of The Netherlands known as the
      Equalisation Agreement and an Agreement dated 28th
      June, 1946 with Unilever N.V. known as the Deed of
      Mutual Covenants with full power to agree any modification
      or abrogation of all or any of the terms of the said
      Agreements and to enter into operate and carry into effect
      any further or other agreements or arrangements with
      or in connection with Unilever N.V. and to do all such other
      things as in the opinion of the Board of Directors of the
      Company are necessary or desirable for the furtherance of
      this object or for the furtherance maintenance or development
      of the relationship with Unilever N.V. constituted
      by or arising out of any agreement or arrangement
    mentioned in this sub-clause.(4)To
      manufacture, process, import, export and deal in and
      store any goods and other things and to carry on the business
      of manufacturers, processors, importers and exporters
    of and dealers in any goods and other things.(5)To
      acquire and assume for any estate or interest and to
      take options over, construct, develop or exploit any property,
      real or personal, and rights of any kind and the whole
      or any part of the undertaking, assets and liabilities of
    any person.


(6)To
        exploit lands, mines and mineral rights and to acquire, explore for and
        exploit any natural resources and to carry on any landowning or agricultural
        business or any other business involving the ownership or possession
        of land or other immovable property or buildings or structures thereon
        and to construct, erect, install, enlarge, alter and maintain buildings,
        plant and machinery and to carry on business as builders, contractors
        and engineers.(7)To
        provide services of all descriptions and to carry on business as advisers,
        consultants, brokers and agents of any kind.(8)To
        advertise, market and sell the products of the Company and of any other
        person and to carry on the business of advertisers or advertising agents
        or of a marketing and selling organisation or of a supplier, wholesaler,
        retailer, merchant or dealer of any kind.(9)To
        provide technical, medical, cultural, artistic, educational, entertainment
        or business material, facilities or services and to carry on any business
        involving any such provision.(10)To
        lend money, and grant or provide credit and financial accommodation,
        to any person and to carry on the business of a banking, finance or insurance
        company.(11)To
        invest money of the Company in any investments and to hold, sell or otherwise
        deal with such investments, and to carry on the business of a property
        or investment company.(12)To
        acquire and carry on any business carried on by a subsidiary or a holding
        company of the Company or another subsidiary of a holding company of
        the Company.(13)To
        enter into any arrangements with any government or authority or person
        and to obtain from any such government or authority or person any legislation,
        orders, rights, privileges, franchises and concessions and to carry out,
        exercise and comply with the same.(14)To
        borrow and raise money and accept money on deposit and to secure or discharge
        any debt or obligation in any manner and in particular (without prejudice
        to the generality of the foregoing) by mortgages of or charges upon all
        or any part of the undertaking, property and assets (present and future)
        and uncalled capital of the Company or by the creation and issue of securities.


|   |                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | Changed from original name of Lever Brothers, Limited. See Certificates of change of name and of incorporation on re-registration as a public company dated: 31st December, 1937, page 5, 1st March, 1952, page 6, 1st
June, 1981, page 7.
|** | Adopted by Special Resolution on 18th May, 1983 in place of original clause.                                                                                                                                                              



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        and Articles of Association 2007
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(15)To enter into any guarantee, contract of indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or
secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods or in any
other manner, the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any
person, including (without prejudice to the generality of the foregoing) Unilever N.V. or any company which is for the time being a subsidiary or a holding company of the Company or Unilever N.V. or another subsidiary of a holding company of the
Company or Unilever N.V. or otherwise associated with the Company or Unilever N.V. (16)To amalgamate or enter into partnership or any profit-sharing arrangement with, or to co-operate or participate in any way with, or to take over or assume any
obligation of, or to assist or subsidise any person. (17)To accept, draw, make, create, issue, execute, discount, endorse, negotiate and deal in bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise. (18)To apply for and take out, purchase or otherwise acquire any trade and service marks and names, designs, patents, patent rights, inventions and secret processes and to
carry on the business of an inventor, designer or research organisation. (19)To sell, exchange, mortgage, charge, let on rent, share of profit, royalty or otherwise, grant licences, easements, options, servitudes and other rights over, and in
any other manner deal with, or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any consideration and in particular (without prejudice to the generality of the foregoing) for any securities
or for a share of profit or a royalty or other periodical or deferred payment. (20)To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or
any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose.


(21)To give any remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the
issue of, any securities of the Company or in or about the conduct or course of its business, and to establish or promote, or concur or participate in establishing or promoting, any company, fund or trust and to subscribe for, underwrite, purchase
or otherwise acquire securities of any company, fund or trust and to carry on the business of company, fund, trust or business promoters or managers and of underwriters or dealers in securities, and to act as director of and as secretary, manager,
registrar or transfer agent for any other company and to act as trustees of any kind and to undertake and execute any trust and any trust business (including the business of acting as trustee under wills and settlements and as executor and
administrator). (22)To procure the registration or incorporation of the Company in or under the laws of any place outside England. (23)To grant or procure the grant of donations, gratuities, pensions, annuities, allowances, or other benefits, including benefits on death, to any directors, officers or
employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with
the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or who the
Board of Directors of the Company considers have any moral claim on the Company or to their relations, connections or dependants, and to establish or support any funds, trusts, insurances or schemes or any associations, institutions, clubs or
schools, or to do any other thing likely to benefit any such persons or otherwise to advance the interests of such persons or the Company or its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to
further the interests of such persons or the Company or its Members or for any national, charitable, benevolent, educational, social, public, general or useful object. (24)To cease carrying on or wind up any business or activity of the Company, and to cancel any registration of and to wind up or procure the dissolution of the Company in
any state or territory. (25)To distribute any of the property of the Company among its creditors and Members in specie or kind. (26)To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through
trustees, agents or otherwise and either alone or in conjunction with others.




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(27)To carry on any other business or activity and do anything of any nature which in the opinion of the Board of Directors of the Company is or may be capable of being
conveniently carried on or done in connection with the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Companys undertaking, property or assets or otherwise to advance the
interests of the Company or of its Members. (28)To do all such other things as in the opinion of the Board of Directors of the Company are or may be incidental or conducive to the attainment of the above objects or
any of them. And it is hereby declared that company in this clause, except where used in reference to this Company, shall include any partnership or other body of persons, whether incorporated or not incorporated, and
whether formed, incorporated, domiciled or resident in the United Kingdom or elsewhere, person shall include any company as well as any other legal or natural person, securities shall include any fully, partly or nil paid or
no par value share, stock, unit, debenture, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation, and and or shall mean and/or where
the context so permits, other and otherwise shall not be construed ejusdem generis where a wider construction is possible, and the objects specified in the different paragraphs of this clause shall not, except where the
context expressly so requires, be in any way


limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if
each of the said paragraphs defined the objects of a separate, distinct and independent company.4
	The liability of the Members is limited.5
	The capital of the Company is £1,500,000,* divided into 75,000 Preference Shares of £10 each and 75,000 Ordinary Shares of £10 each. There shall be attached to the said Preference Shares a fixed
cumulative preference dividend at the rate of £5 per cent. per annum on the capital for the time being paid up thereon, and as regards capital they shall rank before the Ordinary Shares.The above-mentioned Preference and Ordinary Shares in the original capital, and any new shares, may be divided into different classes of shares, with any altered or other preferential, deferred, qualified, or special
rights and privileges, or without any preferential rights, inter se, as may from time to time be determined in accordance with the Companys regulations for the time being.We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in
the capital of the Company set opposite our respective names.


|                                                   |         |                            
|-------------------------------------------------- | ------- | ---------------------------
|                                                   |         | Number of Preference Shares
|Names, addresses, and descriptions of Subscribers  |         | taken by each Subscriber   
|                                                   |         |                            
|EDMUND V. SALAMAN,                                 | Agent   | One                        
|224, Portsdown Road, Maida Vale, W.                |         |                            
|                                                   |         |                            
|EDWARD JOSEPH DANCE,                               | Agent   | One                        
|27, Ruth Street, Bolton, Lan.                      |         |                            
|                                                   |         |                            
|THOMAS JAMES RISEBOROUGH,                          | Cashier | One                        
|11, Langton Road, North Brixton, S.W.              |         |                            
|                                                   |         |                            
|FREDERICK JAMES SCULLY,                            | Clerk   | One                        
|72, Holsworthy Square, W.C.                        |         |                            
|                                                   |         |                            
|FREDERICK STACY,                                   | Clerk   | One                        
|60, Nelson Square, Blackfriars.                    |         |                            
|                                                   |         |                            
|FREDERICK D. PERCIVAL,                             | Clerk   | One                        
|Parkside, St. Pauls Road, Tottenham, N.           |         |                            
|                                                   |         |                            
|NICOLAS GLINZ,                                     | Clerk   | One                        
|5, Western Road, Brixton, S.W.                     |         |                            
|                                                   |         |                            
|Dated this 21st day of June, 1894.                 |         |                            
|Witness to all the above Signatures,               |         |                            
|                                                   |         |                            
|EDWD. PALMER,                                      |         |                            
|Solr.,                                             |         |                            
|                                                   |         |                            
|CLERK TO MESSRS. HOLLAMS, SONS, COWARD & HAWKSLEY, |         |                            
|SoIrs.,                                            |         |                            
|Mincing Lane, E.C.                                 |         |                            
|                                                   |         |                            

|* | The capital of the Company has been altered by various Special Resolutions and Orders of the High Court between the years 1896 and 1989. On the 10th May, 1999 it was £136,275,682 divided as shown in Article 9 (see
page 35).
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of October, 1937, the following Resolution was duly passed as a Special Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

Thatsubject to and upon the printed Scheme of Arrangement and Amalgamation dated the 11th August, 1937 (which has been produced to this Meeting and for the purpose of
identification signed by the Chairman thereof) being sanctioned by the Court pursuant to Sections 153 and 154 of the Companies Act, 1929, and coming into operation with or without any such modification as therein provided for: A
	The Capital of the Company be reduced to £117,000,000, divided into:£30,762,082 7 per cent. Cumulative Preference Stock, 9,237,918 7 per cent. Cumulative Preference Shares of £1 each,£15,655,173 8 per cent. Cumulative A Preference Stock,24,344,827 8 per cent. Cumulative A Preference Shares of £1 each,£2,287,312 20 per cent. Cumulative Preferred Ordinary Stock,24,850,752 20 per cent. Cumulative Preferred Ordinary Shares of 5s. each,7,000,000 20 per cent. Cumulative A Preferred Ordinary Shares of £1 eachand2,150,000 Ordinary Shares of £10 eachby the cancellation pursuant to and for the purposes of the said Scheme of:£1,500,000 20 per cent. Cumulative Preferred Ordinary Stock,£3,000,000 20 per cent. Cumulative A Preferred Ordinary Stock,and£8,500,000 Ordinary Stockwhich three Stocks are beneficially held by Unilever Limited;


B
	The Capital of the Company be thereupon converted, consolidated, sub-divided and increased pursuant to and in accordance with the said Scheme so as thereafter to be constituted as provided in Clause 7 of the said
Scheme;C
	All Shares in the capital of the Company from time to time unissued be converted into Stock as and when the same are issued and are fully paid up;D
	The name of the Company be changed to Lever Brothers & Unilever Limited.




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|No. 00539 of 1937           
|----------------------------
|                            
|In the High Court of Justice
|                            
|                            
|                            
|                            
|                            

CHANCERY DIVISION
  
  Fo.
      272W.4Stamp £2(Seal)MR. JUSTICE SIMONDSMonday the 15th day of November,
	    1937In the Matter of UNILEVER LIMITEDandIn the Matter of LEVER BROTHERS, LIMITEDandIn the Matter of THE COMPANIES ACT, 1929  Upon the Petitionof the above-named Unilever Limited whose Registered Office is situate at Unilever House Blackfriars in the City of London and Lever Brothers, Limited
whose Registered Office is situate at Port Sunlight in the County of Chester on the 19th October, 1937 preferred unto this Court And upon hearing Counsel for the Petitioners and for Naamlooze Vennootschap Elma and United Holdings Limited the holders
of £100,000 Deferred Stock of Unilever Limited Blackfriars Nominees Limited and British Oil & Cake Mills Limited the holders of 3,000,000 20 per cent. A Preferred Ordinary Stock of Lever Brothers, Limited Blackfriars Nominees Limited as
holder of £6,100,000 Ordinary Stock of Lever Brothers, Limited and Unilever Naamlooze Vennootschap and Mavibel (Maatschappij voor Internationale Beleggingen) Naamlooze Vennootschap referred to in Clause 10 of the Agreement set forth
in the Schedule to the Scheme of Arrangement and Amalgamation hereinafter sanctioned And upon reading the said Petition the Order dated the 11th August 1937 (whereby the said Unilever Limited was ordered to convene separate meetings of the Holders
of (1) its 7 per cent. Cumulative Preferred Stock and 5 per cent. Cumulative Preferred Stock and (2) its Ordinary Stock for the purpose of considering and if thought fit approving with or without modification a Scheme of Arrangement and Amalgamation
proposed to be made between the said Unilever Limited and its respective Stockholders and Lever Brothers, Limited) the Order dated the 1st November 1937 (dispensing with the settlement of a list of Creditors of the said Lever Brothers, Limited) the
London Gazette and the Times Newspaper both of the 21st September 1937 (each containing an advertisement of the notice convening the meetings directed to be held by the said Order dated the 11th August 1937) the London
Gazette and the Times Newspaper both of the 5th November 1937 (each containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) the three Affidavits of Francis DArcy
Cooper filed respectively the 20th July 1937 and the 19th and 20th October 1937 the Affidavit of Hugh Quennell filed the 11th August 1937 the joint and several Affidavit of Luke Val Fildes John William Heywood and Ronald Geoffrey Rowe filed the 19th
October 1937 the joint and several Affidavit of Percy Farnworth and Fred Homer filed the 29th October 1937 and the Exhibits in the said Affidavits respectively referred to


Andthe
said Naamlooze Vennootschap Elma United Holdings Limited Blackfriars Nominees
Limited British Oil & Cake Mills Limited Unilever Naamlooze Vennootschap
and
Mavibel (Maatschappij voor Internationale Beleggingen) Naamlooze
Vennootschap by their Counsel submitting to be bound by the Scheme of Arrangement
and Amalgamation hereinafter sanctioned This Court doth hereby sanctionthe
Scheme of Arrangement and Amalgamation as set forth in the Schedule to the said
Petition subject to the modifications approved by the  Court on the hearing of
the said Petition which Scheme of Arrangement and Amalgamation as so modified
and sanctioned is set forth in the First Schedule hereto And this Court doth orderthat the reduction of the capital of the said Lever Brothers, Limited from £130,000,000 to £117,000,000 resolved on and effected by the
Special Resolution passed at an Extraordinary General Meeting of the said Lever Brothers, Limited held on the 12th October 1937 be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act And the Court doth hereby approvethe Minute set forth in the Second Schedule hereto And it is orderedthat this Order be produced and a copy of the said Minute delivered to the Registrar of Companies by Lever Brothers, Limited and that each of them the
above-named Unilever Limited and Lever Brothers, Limited do deliver to such Registrar an office copy of this Order And it is orderedthat
Notice of the Registration by the Registrar of Companies of this Order so far
as it confirms the reduction of the capital of the said Lever Brothers,  Limited
and of the said Minute be published once in the London Gazette and
in the Times Newspaper within ten days after such Registration And it is orderedthat the above-named Lever Brothers, Limited and Unilever Limited or either of them be at liberty to apply in Chambers for an Order or orders under Section
154 of the above-mentioned Act as there may be occasion  ARTHUR STIEBEL,Registrar Seal




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|                                
|--------------------------------
|Minute Approved by the
    Court
|                                
|                                
|                                
|                                

15th November, 1937. The capital of Lever Brothers, Limited was
    by virtue of a Special Resolution of the Company and with the sanction of
    an Order of the High Court of Justice dated the 15th day of November, 1937,
    reduced from £130,000,000 to £117,000,000, divided into £30,762,082
    Preference Stock, 9,237,918 Preference Shares of £1 each, £15,655,173
    A Preference Stock, 24,344,827 A Preference Shares of £1 each, £2,287,312
    Preferred Ordinary Stock, 24,850,752 Preferred Ordinary Shares of 5s. each,
    7,000,000 A Preferred Ordinary Shares of £1 each and 2,150,000 Ordinary
    Shares of £10 each. At the date of the registration of this Minute, none of the said shares had been issued. By virtue of a Scheme of Arrangement and Amalgamation between Unilever Limited
and its respective Stockholders and the Company sanctioned by the said Order
and of a Special Resolution passed by the Company, the capital of the Company
on the registration of this Minute is £141,418,750, divided into £30,762,082
Preference Stock, £15,655,173 A Preference Stock, £2,287,312 Preferred
Ordinary Stock, 9,237,918 Preference Shares of £1 each,
24,344,827 A Preference Shares of £1 each, 59,031,438 Ordinary Shares of £1 each and 100,000 Deferred Shares of £1 each none of which shares has been issued.






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|No. 41424                                               
|--------------------------------------------------------
|                                                        
|Certificate of Registration                             
|of Order of Court and
    Minute on reduction of Capital
|(Pursuant to Sec. 58 of the Companies
    Act, 1929.)   

|                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                    
|LEVER BROTHERS, LIMITED having by Special
        Resolution reduced its Capital, as confirmed by an Order of the High
        Court of Justice, Chancery Division, bearing date the 15th day of November,
    1937.





I hereby Certifythe Registration of the said Order and of a Minute, showing the present capital and shares of the Company, as fixed by the said Order.





Given under my hand at London this thirtieth
    day of November
  One thousand nine hundred and thirty-seven.

P. MARTIN,Assistant Registrar of Companies.



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At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of February, 1952, the following Resolution was duly passed as a Special Resolution:

|          
|----------
|Resolution
|          
|          
|          

|
|

Thatthe name of the Company be changed toUNILEVER LIMITED.



At an Extraordinary General Meeting of the
    Company duly convened and held on the 20th day of September, 1966, the following
    Resolutions were duly passed as Special Resolutions:

|           
|-----------
|           
|Resolutions

|
|
|
|
|
|

1
	Thatthe Scheme of Arrangement dated 25th August, 1966, between the Company and its six classes of members, a print of which has been submitted to this Meeting and for the
purpose of identification subscribed by the Chairman hereof, be and it is hereby approved.2
	Thatsubject to the said Scheme being sanctioned the capital of the Company be reduced by the cancellation of the assented Preferential Stock (as in the said Scheme defined)
and of the 1,655,310 unissued 5 per cent. Cumulative Preference Shares of £1 each and the 24,338,251 unissued 8 per cent. Cumulative A Preference Shares of £1 each in the capital of the Company.


3
	Thatforthwith upon the said reduction of capital taking effect:(a)
        the capital of the Company be increased
        to its former amount of £141,418,750
        by the creation of the appropriate number of Ordinary Shares of 5s. each.(b) the
        7 per cent. Cumulative Preference Stock and Shares, the 5 per cent. Cumulative
        Preference Stock and Shares, the 8 per cent. Cumulative A Preference Stock
        and Shares and the 20 per cent. Cumulative Preferred Ordinary Stock and
        Shares be redesignated as 7 per cent. First Cumulative Preference Stock
        and Shares, 5 per cent. First Cumulative Preference Stock and Shares,
        8 per cent. Second Cumulative Preference Stock and Shares and 20 per cent.
        Third Cumulative Preferred Ordinary Stock and Shares respectively.






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|                                
|--------------------------------
|No. 00987 of 1966               
|                                
|In the High Court of
    Justice

|
|
|
|
|
|

CHANCERY DIVISIONMR. JUSTICE PLOWMAN
	
	SealSupremeFO. 123 R.28
	
	Court ofJudicatureMonday the 24th day of October 1966In the Matter of UNILEVER LIMITEDand In the Matter of THE COMPANIES ACT, 1948 Upon the Petitionof the above-named Unilever Limited (hereinafter called the Company) whose registered office is situate at Port Sunlight Birkenhead in the
County of Chester on the 26th September 1966 preferred unto this Court And Upon HearingCounsel for the Company And Upon Readingthe said Petition the Order dated the 14th July 1966 (whereby the Company was ordered to convene separate Meetings of the holders of (i) its 7 per cent.
Cumulative Preference Stock (ii) its 5 per cent. Cumulative Preference Stock (iii) its 8 per cent. CumulatIve A Preference Stock (iv) its 20 per cent. Cumulative Preferred Ordinary Stock and (v) its Ordinary Shares for the purpose of considering and
if thought fit approving, with or without modification, a Scheme of Arrangement proposed to be made between the Company the holders of its said Stocks and Shares and the holders of its Deferred Stock) the Order dated the 7th October 1966 (dispensing
with the settlement of a list of Creditors) The Times newspaper of the 26th August 1966 (containing an advertisement of the notice convening the Meetings directed to be held by the said Order dated the 14th July 1966) The Times newspaper of the 15th
October 1966 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) and three Affidavits of George James Baron Cole of Blackfriars filed respectively the 11th July 1966 and the 27th
September 1966 the two joint Affidavits of John Arthur Smethurst and William Favager filed respectively the 8th September 1966 and the 19th October 1966 the Affidavit of Kenneth Lysberg Barber and the Affidavit of Edward James Wells both filed the
27th September 1966 and the Exhibits in the said Affidavits respectively referred to


This Court doth hereby sanctionthe Scheme of Arrangement as set forth in the Schedule to the said Petition (subject to the modifications approved by this Court on the
hearing of the said Petition) which Scheme of Arrangement as so modified and sanctioned is set forth in the First Schedule hereto And this Court doth orderthat the reduction of the capital of the Company resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the
Company held on the 20th September 1966 be and the same is hereby confirmed in accordance with the provisions of the above-mentioned Act And the Court doth hereby approvethe Minute set forth in the Second Schedule hereto And it is orderedthat this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said
Minute And it is orderedthat notice of the registration by the Registrar of Companies of this Order (so far as it confirms the reduction of the capital of the Company) and of the
said Minute be published once inThe Timesnewspaper within 21 days after such registration MAURICE BERKELEY,Registrar




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THE FIRST SCHEDULE before referred to

|No. 00987 of 1966           
|----------------------------
|                            
|In the High Court of Justice

|
|
|
|
|

CHANCERY DIVISION

In the Matter of UNILEVER LIMITEDandIn the Matter of THE COMPANIES ACT, 1948



|                                                  
|--------------------------------------------------
|Scheme of Arrangement                             
|(under Section 206 of the Companies Act,
    1948)

|
|
|
|

|                                                   |  |                                                                 |                                                             |                                                                                                                                            |  |  | 
|-------------------------------------------------- |  | --------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ |  |  | 
|between
      UNILEVER LIMITED and the holders of: |  | the term non-assented
      in relation to Preferential Stock |                                                             | means Preferential Stock in
      respect of which the holder shall give a valid Notice of Non-Assent under
      Clause 5 of this Scheme; | 
|(1)                                                |  | its 7 per cent. Cumulative Preference
      Stock;             
|(2)                                                |  | its 5 per cent. Cumulative Preference
      Stock;             
|(3)                                                |  | its 8 per cent. Cumulative A Preference
      Stock;           
|(4)                                                |  | its 20 per cent. Cumulative Preferred
      Ordinary Stock;    
|(5)                                                |  | its Ordinary Shares of 5s. each; and                            | the term assented
      in relation to Preferential Stock | means Preferential Stock which
      is not non-assented;                                                                                 
|(6)                                                |  | its Deferred Stock.                                            

|                                                                                   |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                        |  |                                                                                                                                                                                                                                         | 
|---------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|PRELIMINARY                                                                        |  | the New
      Loan Stock                                                                                                                                                                                                                                                                                  |  | means the Unsecured
      Loan Stock of the Company to be created pursuant to Clause 1 of this Scheme; | 
|                                                                                   |  |                                                                                                                                                                                                                                                                                                            
|In this Scheme the following
      expressions shall bear the following meanings:
|                                                                                   |  |                                                                                                                                                                                                                                                                                                            
|                                                                                   |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                        |  |                                                                                                                                                                                                                                         | 
|the Company                                                                      |  | means Unilever Limited;                                                                                                                                                                                                                                                                                     |  | the Effective Date                                                                                   |  | means the day on which this Scheme becomes
      effective in accordance with Clause 9 of this Scheme;                                                                                                                                  | 
|                                                                                   |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                        |  |                                                                                                                                                                                                                                         | 
|the Preferential Stock                                                           |  | means the £35,984,690
      7 per cent. Cumulative Preference Stock, the £2,360,000 5 per cent.
      Cumulative Preference Stock, the £15,661,749 8 per cent. Cumulative
      A Preference Stock and the £2,287,312 20 per cent. Cumulative Preferred
      Ordinary Stock in the capital of the Company; |  | this Schemeholder                                                                                  |  | means this Scheme (including the Appendices
      hereto) in its present form or with any modification thereof or addition
      thereto or condition approved or imposed by the Court;
      includes person entitled by transmission. | 
|                                                                                   |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                        |  |                                                                                                                                                                                                                                         | 
|                                                                                   |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                        |  |                                                                                                                                                                                                                                         | 

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THE SCHEMECreation of New Loan Stock1
      (a)The
        Company shall create New Loan Stock up to £62,695,050 in aggregate
        nominal amount as follows:(i) up to £60,335,050 73/4per cent. Unsecured Loan Stock 1991/2006;(ii) up to £2,360,000 51/2per cent. Unsecured Loan Stock 1991/2006.(b) The New Loan Stock shall be constituted by a TrustDeed between the Company of the one part and The Law Debenture Corporation,
        Limited as trustees of the other part and shall contain or incorporate
        provisions to the effect of those set forth in Appendix A to this Scheme
        and shall be in the form of the draft already prepared and subscribed
        for the purposes of identification by Slaughter and May, Solicitors, with
        such modifications and additions, if any, as may prior to the execution
        thereof be approved by the Company and the Trustees.Reduction of Share Capital2
      (a)The
        share capital of the Company shall be reduced by the cancellation of the
        assented Preferential Stock and of the 1,655,310 unissued 5 per cent.
        Cumulative Preference Shares of £1 each and the 24,338,251 unissued
        8 per cent. Cumulative A Preference Shares of £1 each in the capital
        of the Company.(b)Forthwith
        upon the said reduction of capital taking effect the share capital of
        the Company shall be increased to its former amount by the creation of
        Ordinary Shares of 5s. each.Allotment of New Loan
        Stock3
      (a)In
        consideration of the cancellation of the assented Preferential Stock the
        Company shall within 28 days after the Effective Date (but subject as
        regards fractions to the provisions of paragraph (b) of this Clause) allot
        and issue credited as fully paid to the persons who at the close of business
        on the day immediately preceding the Effective Date are the registered
        holders of the assented Preferential Stock for every £100 in nominal
        amount of assented Preferential Stock of the class shown in column 1 of
        the Table below set out New Loan Stock of the nominal amount and class
        shown in column 2 of the said Table and so in proportion for holdings
        of less than £100 or which are not an exact multiple thereof: Table1
	
	2£100 Preferential Stock
	
	New Loan Stock7 per cent.
	
	  £100 73/4per cent.Cumulative Preference
	
	Unsecured LoanStock.
	
	Stock 1991/2006.5 per cent.
	
	  £100 51/2per cent.Cumulative Preference
	
	Unsecured LoanStock.
	
	Stock 1991/2006.


8 per cent.
	
	  £114 73/4per cent.Cumulative A Preference
	
	Unsecured LoanStock.
	
	Stock 1991/2006.20 per cent.
	
	  £284 73/4per cent.Cumulative Preferred
	
	Unsecured LoanOrdinary Stock.
	
	Stock 1991/2006. (b)No
      holder of any of the assented Preferential Stock shall be entitled to be
      allotted any fraction of £1 of New Loan Stock but any fractional amounts
      to which but for this provision holders of assented Preferential Stock
      would have been entitled shall be aggregated and allotted to the Secretary
      of the Company or to some person or persons nominated by him upon trust
      to sell the same and the Company shall distribute the net proceeds of such
    sale to the persons entitled thereto.(c)The
        amount of 73/4per cent. Unsecured Loan Stock to be allotted to a holder of assented
        Preferential Stock of two or more classes and the fractional entitlement,
        if any, of any such holder shall be determined by aggregating the amounts
        of 73/4per cent. Unsecured Loan Stock which, but for the provisions of paragraph
        (b) of this Clause, would have been allotted to such holder.Dividends and Interest4
	(a)The New Loan Stock to be issued pursuant to this Scheme shall carry interest calculated as from and including the 1st July, 1966.(b)
The holders of the assented Preferential Stock shall not be entitled to receive any dividends on the assented Preferential Stock held by them respectively in respect of any period commencing after the 30th June,
1966.(c)
Each mandate in force at the close of business
on theday immediately preceding the Effective
Date relating to the payment of dividends on assented Preferential Stock shall
unless and until
revoked be deemed as from such date to be a valid and effective mandate to the
Company in relation to interest on the corresponding New Loan Stock.Notice of Non-Assent5
  (a)If
      any holder of Preferential Stock shall, in manner provided in paragraph
      (b) of this Clause, give notice in the form prescribed by the Company (herein
      called Notice of Non-Assent) to the Company that such holder
      does not wish to have all or some part of the Preferential Stock held by
      him cancelled, the Preferential Stock held by such holder shall, to the
      extent specified in such Notice of Non-Assent, for the purposes of this
    Scheme be non-assented.(b)Every
      such notice shall be signed (or in the case of a body corporate executed
      under its Common Seal, if any) by the holder or, in the case of joint holdings,
      all the holders of the Preferential Stock concerned and sent or delivered
      to the Joint Registrars of the Company accompanied by the relative stock
      certificate or certificates so as to be received by the Joint Registrars
      on or before the 19th September, 1966, or posted before the 19th September,
      1966 and received by the said Joint Registrars on or before the 27th September,
    1966.




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Modification of Rights attached to Classes
    of Share Capital6
	(a)The Company shall alter its Articles of Association by substituting for Articles 3 and 49 the new Articles 3 and 49 set forth in Resolution numbered 3 in the Notice
convening an Extraordinary General Meeting of the Company for the 20th September, 1966.(b) From and after the Effective Date the rights
set forth in Appendix B to this Scheme shall be attached to the non- assented
Preferential Stock in substitution for and to the exclusion of those rights now
set forth in  paragraph (viii) of Article 9 of the Articles of Association of
the Company.(c) Nothing in this
Scheme contained shall prevent
thealteration or variation of any rights
attached to any Stock or Shares in the capital of the Company or any provision
in the
Articles of Association of the Company in any manner for the time being authorised
by law or
by such Articles. Certificates for New Loan Stock and
    Cash Payments7
	As soon as practicable after the allotments of the New Loan Stock, the Company shall send to the allottees notices informing them that this Scheme has become effective and, unless prohibited by law, enclosing
certificates for the amounts of New Loan Stock and shall, either simultaneously or as soon as practicable thereafter and unless prohibited by law, send to the allottees cheques or postal orders for any cash payments in respect of fractions, being
the amounts and payments to which they are respectively entitled under this Scheme.8
	(a)All certificates for New Loan Stock shall be sent by the Company to the holders of the assented Preferential Stock through the post in prepaid envelopes addressed to
such holders at their respective registered addresses (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of such joint holding) and the Company shall not be
responsible for any loss in transmission.(b)All cash payments in respect of fractions required to be made pursuant to this Scheme to holders of assented Preferential Stock shall be made by the Company to such
holders by sending cheques or postal orders for the amounts payable through the post in the manner and to the addresses mentioned in paragraph (a) of this Clause, and the Company shall not be responsible for any loss in transmission.All such cheques and postal orders shall be made payable to the order of the person to whom the payment is due or, in the case of joint holders entitled to such payment, to the order of that one of the joint holders
whose name stands first in the register in respect of such joint holding. Payment of any cheque or encashment of any postal order (as the case may be) shall be a complete discharge to the Company for the moneys represented thereby.


The Effective Date9
	This Scheme shall become effective as soon as an office copy or office copies of the Order of the Court sanctioning under Section 206 of the Companies Act, 1948 this Scheme and confirming under Section 68 of the said
Act the reduction of capital provided for in this Scheme shall have been duly delivered to the Registrar of Companies for registration; and unless this Scheme shall have become effective as aforesaid on or before the 31st December, 1966, or such
later date, if any, as the Court may allow, the same shall never become effective.10
	The Company may consent on behalf of all concerned to any modification of or addition to this Scheme or to any conditions which the Court may think fit to approve or impose. Fundamental Condition11
	Notwithstanding anything hereinbefore contained if less than 50 per cent. in aggregate nominal amount of the Preferential Stock (or such lesser nominal amount as the Company shall within fourteen days after the holding
of the meetings convened by Order of the Court for the purpose of considering this Scheme by Resolution of its Board of Directors decide) falls to be treated as assented Preferential Stock for the purposes of this Scheme, this Scheme shall not be
capable of becoming effective.Dated 25th August, 1966. APPENDIX AProvisions relating
    to New Loan StockThe 51/2per
      cent. Unsecured Loan Stock 1991/2006 (the 51/2per
      cent. Stock) and the 73/4per
      cent. Unsecured Loan Stock 1991/2006 (the
73/4per
cent. Stock)  together referred to herein as the Stocks  will
be created by a Resolution of the Board of Directors and will be constituted
by a Trust Deed in favour of The Law Debenture Corporation, Limited, as Trustees.
The Trust Deed will contain provisions,inter
alia, to the following effect:1
	AmountsThe 51/2per
cent. Stock will not exceed
£2,360,000; the 73/4per
cent. Stock wiII not exceed
£60,335,050.2
	InterestThe 51/2per
cent. Stock and the 73/4per
cent. Stock will carry interest respectively at the rates of 51/2per
cent. and 73/4per
cent. per annum, payable half-yearly on 30th June and 31st December. The first
payment of interest will be made on 31st December, 1966 and will
amount to £2 15s. 0d. (less income tax) per £100 nominal of the 51/2per

cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the
73/4per cent. Stock.




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    and Articles of Association 2007 | 19
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3
	Redemption, Purchase and Final Repayment(a)
The Stocks, unless previously purchased or redeemed, will be repaid on 30th June, 2006, at par plus accrued interest.(b)The Company will be entitled to
        redeem the whole or any part, to be selected by drawings, of the Stocks
        at par plus accrued interest on or at any time after 30th June, 1991,
        on giving not less than three months notice in writing.(c)
        The Company may at any time purchase any
        part ofthe Stocks on any recognised
        Stock Exchange or by tender (available to all Stockholders of the particular
        Stock alike) at any price or by private treaty at a price not exceeding
        par in the case of the 51/2per cent. Stock and £105
        per cent. in the case of the 73/4per cent. Stock (exclusive
        in each case of expenses and accrued interest) but not otherwise.(d)
The Company may exercise its rights and powers
of redemption and purchase as regards the
51/2per
cent.
Stock and the 73/4per
cent. Stock at its sole discretion and without obligation to maintain any ratio
between the amounts for the time being outstanding of either of such series.(e)
        All stock purchased or redeemed shall be
        cancelled andshall not be available
        for re-issue.4
	Limitation on Borrowings(A)The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment)
outstanding of borrowings by the Company and all its subsidiaries (but excluding borrowings by any of such companies from any other of them) shall not exceed a sum equal to twice the adjusted total of capital and reserves (as defined
below).(B)The Company shall procure that so long as any part of the Stocks remains outstanding the aggregate principal amount (including any premium payable on final repayment)
outstanding of (a) secured borrowings of the Company (otherwise than from any of its subsidiaries) and (b) all borrowings whether secured or unsecured of its subsidiaries (otherwise than from the Company or from another subsidiary) shall not exceed
a sum equal to two thirds of the adjusted total of capital and reserves.For the purposes of the provisions of (A) and (B) above relating to borrowing:(i)
the principal amount (together with any premium
payableon final repayment) of any debentures
within the meaning of Section 455 of the Companies Act, 1948 issued by the Company
or any
of its subsidiaries shall (unless otherwise taken into account) be deemed to
be
borrowings;(ii)
the principal amount raised by the Company or any of its subsidiaries by acceptances under any acceptance credit opened on its behalf by any bank or accepting house shall be deemed to be borrowings;


(iii)
the nominal amount of any issued share capital
and the principal amount of any borrowings (together in each case with any premium
on redemption or repayment) the repayment whereof is guaranteed by the Company
or by any  of its subsidiaries shall be deemed to be borrowings by the guaranteeing
company unless otherwise takeninto account;(iv) any
        borrowings of the Company or any of its subsidiariesfor
        the express purpose of repaying the whole or any part of any borrowings
        of the Company or any of its subsidiaries for the time being outstanding
        (including any premium on redemption or repayment) and taken into account
        and applied for that purpose within four months of such borrowing shall
        pending application for such purpose within such period be deemed not
        to be borrowings;(v)
the nominal amount of any issued share capital (not being equity share capital) of a subsidiary owned otherwise than by the Company or by a subsidiary shall be deemed to be borrowings of the subsidiary;(vi) in
        the case of a subsidiary, part of whose equity share capital is held otherwise
        than by the Company or another subsidiary, the proportion of the total
        amounts borrowed by such subsidiary which is borrowed otherwise than from
        the Company or another subsidiary which corresponds to the proportion
        of the total nominal amount of the issuedequity share capital of such subsidiary held otherwise than by the Company
        or another subsidiary shall be deemed not to be borrowings.5
	DefinitionsThe expression the adjusted total of capital and reserves means at any material time the amount of the issued and paid-up share capital of the Company plus the aggregate amount standing to the credit of the
consolidated capital and revenue reserves (including any share premium account and capital redemption reserve fund) plus or minus the amount standing to the credit or debit (as the case may be) of the consolidated profit and loss account of the
Company and its subsidiaries all as shown in the latest audited consolidated accounts of the Company but:(i)
adjusted as may be appropriate to take account
of (a) any increase in or reduction of the issued and paid-up share capital or
the share premium account of the
Company since the date to which the consolidated balance sheet incorporated in
such accounts shall have been made up and any distributions (other than normal
preference dividends and interim dividends paid in each case out of profits earned
since such date) in cash or specie made from such reserves or profit and loss
account since such date and (b) any subsidiary not consolidated in such accounts,
any companies which since the date of such accounts have ceased to be subsidiaries
and any companies which will become subsidiaries as a result of the transaction
in relation
to which the calculation falls to
be
made;




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    of Association 2007
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(ii)excluding any sums set aside for taxation, other than any sums set aside in respect of taxation equalisation;(iii)after deducting any amount for goodwill or any other intangible asset (not being an amount representing part of the cost of an acquisition of shares or other property)
incorporated as an asset in such balance sheet (as adjusted);(iv)excluding any amounts attributable to minority interests in subsidiaries;(v)after making such other adjustments (if any) as the Auditors of the Company may consider appropriate.6
	TransferThe Stocks will each be registered and transferable in amounts and multiples of £1.7
	Modification of RightsThe provisions of the Trust Deed and the rights of the holders of the Stocks will be subject to modification by Extraordinary Resolution of the Stockholders concerned as provided in the Trust Deed. In addition, the
Trustees may from time to time without any consent or sanction of the Stockholders concerned (but only if and in so far as in the opinion of the Trustees the interests of such Stockholders will not be materially prejudiced thereby) assent to any
modification of the provisions of the Trust Deed or any Supplemental Trust Deed. Provision will be made for separate meetings of the holders of the series concerned where the subject matter of any proposed Resolution is considered by the Trustees to
involve a conflict of interest between the holders of one series of the Stock and the holders of the other series of the Stock.8
	IndemnificationThe Trust Deed will contain provisions for indemnifying the Trustees and for relieving them from responsibility in certain events.


APPENDIX B(see Clause 6(b) of the Scheme) On a return of assets in a winding-up or otherwise the 7 per cent. First Cumulative Preference Shares, 5 per cent. First Cumulative Preference Shares, 8 per cent. Second Cumulative Preference Shares and 20 per cent.
Third Cumulative Preferred Ordinary Shares shall be entitled to rank for repayment of the capital paid up or credited as paid up thereon in the same priorities respectively as they rank for dividend together with a sum equal to any arrears or
deficiency of dividend in respect thereof (whether declared or undeclared) and together also by way of premium with an amount per share equal to the excess (if any) of the market value of such Preference and Preferred Ordinary Shares respectively
over the amount paid up or credited as paid up thereon, such market value to be established by taking the average as certified by the Companys Auditors of the means of the daily quotations at which the said Preference Shares and Preferred
Ordinary Shares respectively shall have been quoted in the Daily Official List published by The Stock Exchange, London, during the six months immediately preceding the relevant date, after first deducting from the mean on each day a sum equal to any
arrears or deficiency of dividend in respect thereof (whether declared or undeclared) up to that day (less an amount equivalent to income tax on such sum at the standard rate for the time being in force). Provided that in the event of a reduction of
capital involving repayment of part only of the capital paid up or credited as paid up on the said Preference Shares and Preferred Ordinary Shares a proportionate part only of any such premium as aforesaid shall be payable. The relevant
date means in the case of a compulsory winding-up the commencement of the winding-up and in the case of a voluntary winding-up or reduction of capital the date thirty days before the despatch of the notice convening the meeting to pass the
resolution for winding up or reduction of capital as the case may be. The said Preference Shares and Preferred Ordinary Shares shall confer no further or other right to participate in profits or assets.




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        and Articles of Association 2007 | 21
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|THE SECOND SCHEDULE before
    referred to
|------------------------------------------
|                                          
|Minute Approved by the
    Court          
|                                          
|                                          
|                                          
|                                          
|                                          

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




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        and Articles of Association 2007
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|No. 41424                                               
|--------------------------------------------------------
|                                                        
|Certificate of Registration                             
|of Order of Court
    and Minute on reduction of Capital
|(Pursuant to Sec. 69 of the Companies
    Act, 1948.)   
|                                                        
|                                                        

UNILEVER LIMITED having by Special Resolution reduced its Capital, as confirmed by an Order of the High Court of Justice, Chancery Division, bearing date the Twenty-fourth day of October One Thousand Nine Hundred and
Sixty-Six.









I hereby CertifyThat the said Order and a Minute showing the capital and shares of the Company as approved by the said Order were Registered pursuant to Section 69 of the Companies Act, 1948, on the Second day of December One Thousand
Nine Hundred and Sixty-Six.









Given under my hand at London this Fifth day of DecemberOne Thousand Nine Hundred and Sixty-Six.

A. E. WHITBY,Assistant Registrar of Companies.



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        and Articles of Association 2007 | 23
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At an Extraordinary General Meeting of the Company duly convened and held on the 12th day of December, 1983, the following Resolution was duly passed as a Special Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

That(a)the
      capital of the Company be reduced from £141,418,750    to £135,170,274, such reduction to be
    effected by cancelling the whole of the capital paid up on 24,993,904 Ordinary Shares  of 25p each, being that part of the holding of Ordinary Shares  in the capital of the Company registered in the names of  Sir David Alexander Orr, The Right Honourable Philip William Bryce Third Viscount Leverhulme, Seamus George Sweetman,  Kenneth Durham and Cecil Frazer Sedcole, which is held by them as Trustees of the Will of the First Viscount Leverhulme in  the Fund known as the Office Holders Fund, and by cancelling and extinguishing such Ordinary Shares; and(b)forthwith upon such reduction of capital taking effect, the
  authorised capital of the Company be increased to its former amount of £141,418,750 by the creation
  of 24,993,904 Ordinary  Shares of 25p each.




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|No. 007556 of 1983          
|----------------------------
|                            
|In the High Court of Justice
|                            
|                            
|                            
|                            
|                            

CHANCERY DIVISIONMR. JUSTICE HARMAN FO. 228 C1 Tuesday the 24th Day of January, 1984 In the Matter of UNILEVER PLC
  and
  In the Matter of THE COMPANIES ACT 1948 Upon the Petitionof the above-named Unilever PLC whose registered office is situate at Port Sunlight Wirral Merseyside L62 4XN on the 12th December, 1983 preferred unto this Court And upon hearingCounsel for the Petitioner And upon readingthe said Petition (as amended) the Order dated the 22nd December, 1983 (dispensing with the settlement of a list of Creditors) the Affidavit of Kenneth Durham filed the 15th December, 1983 the Affidavit of James Dewar Keir filed the 18th January, 1984 the Exhibits in the said Affidavits respectively referred to and The Times Newspaper
of the 14th January, 1984 (containing a notice of the presentation of the said Petition and that the same was appointed to be heard this day) This Court doth orderthat the reduction of the capital of the said Company from £141,418,750 to £135,170,274
resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the said Company held on the 12th December, 1983 be and the same is hereby confirmed in accordance with the provisions of the above mentioned Act. And the Court doth hereby approvethe Minute set forth in the Schedule hereto And it is orderedthat this Order be produced to the Registrar of Companies and that an Office Copy hereof be delivered to him together with a copy of the said Minute And it is orderedthat notice of the registration by the Registrar of Companies of this Order and of the said Minute be published once in The Times newspaper within
21 days after such registration. JOHN BRADBURN,Registrar




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    and Articles of Association 2007 | 25
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THE SCHEDULE before referred to



|                                
|--------------------------------
|Minute Approved by the
    Court
|                                
|                                
|                                
|                                
|                                

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




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        and Articles of Association 2007
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|No. 41424                                               
|--------------------------------------------------------
|                                                        
|Certificate of Registration                             
|of Order of Court and Minute on reduction
    of Capital
|                                                        
|                                                        
|                                                        
|                                                        

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











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











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

T. G. THOMAS,An Authorised Officer



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        and Articles of Association 2007 | 27
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At an Extraordinary General Meeting of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as a Special Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

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


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








At a Class Meeting of holders of 7 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary
Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

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




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At a Class Meeting of holders of 5 per cent. First Cumulative Preference Stock of the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary
Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

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




At a Class Meeting of holders of 8 per cent.
      Second Cumulative Preference Stock of the Company duly convened and held
      on the 23rd January, 1989, the following Resolution was duly passed as
    an Extraordinary Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

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




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        and Articles of Association 2007 | 29
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At a Class Meeting of holders of 20 per cent. Third Cumulative Preferred Ordinary Shares in the Company duly convened and held on the 23rd January, 1989, the following Resolution was duly passed as an Extraordinary
Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

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




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|No. 00433 of 1989           
|----------------------------
|                            
|In the High Court of Justice
|                            
|                            
|                            
|                            
|                            

CHANCERY DIVISIONCOMPANIES COURTMR. JUSTICE MILLETT Monday the 27th day of February 1989 In the Matter of UNILEVER PLC
  and
  In the Matter
of THE COMPANIES ACT 1985 Upon the Petitionof the above-named Unilever PLC (hereinafter called the Company) whose registered office is situate at Port Sunlight Wirral Merseyside L62 4ZA And Upon HearingCounsel for the Company And Upon Readingthe documents recorded on the Court File as having been read It is orderedthat the reduction of the capital of the Company from £141,418,750 to £136,275,682 resolved on and effected by a Special Resolution passed at an Extraordinary General Meeting of the Company held on the 23rd January 1989 be confirmed. And the Court approvesthe Minute set forth in the Schedule hereto AND IT IS FURTHER ORDERED (1)
	that this Order be produced by the Company to the Registrar of Companies and that it deliver an Office Copy to him together with a copy of the said Minute(2)
	that notice of the registration by the Registrar of Companies of this Order and of the said Minute be published by the Company once in the Financial Times newspaper within 21 days after such registration.




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        and Articles of Association 2007 | 31
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THE SCHEDULE



|                            
|----------------------------
|Minute Approved by the Court
|                            
|                            
|                            
|                            
|                            

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




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|No. 41424                    
|-----------------------------
|                             
|Certificate of Registration  
|of Order of Court and Minute 
|on reduction of Share Capital
|                             
|                             
|                             

Whereas UNILEVER PLC having by Special Resolution reduced its capital as confirmed by an Order of the High Court of Justice, Chancery Division dated the 27th February 1989. Now therefore











I hereby Certifythat the said Order and Minute approved by the Court were registered pursuant to section 138 of the Companies Act 1985 on the 2nd March 1989.











Given under my hand at Cardiff the 13th March 1989.

An Authorised Officer.

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|The Companies Act 1985                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                     
|                                                                                                                                     
|Public company limited by shares                                                                                                     
|                                                                                                                                     
|Articles of Association
of Unilever PLC                                                                                              
|(Articles adopted with effect from 29th
        June, 1987 pursuant to a Special Resolution of the Company dated 20th
    May, 1987.)
|                                                                                                                                     
|                                                                                                                                     
|                                                                                                                                     

INTERPRETATIONExclusion of
    Table A1
  No regulations set out in any statute, or
      in any statutory instrument made under any statute, concerning companies
    shall apply as regulations or articles of the Company.Definitions2
	In these articles unless the context otherwise requires:-address, in relation to electronic communications, includes any number or address used for the purposes of such communications;these articles means these articles of association as altered from time to time by special resolution and the expression this article shall be construed accordingly;the auditors means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;certificated share means a share which is not an uncertificated share;clear days in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take
effect;the Companies Acts means every statute from time to time in force concerning companies in so far as the same applies to the Company;the Directors means the Board of Directors of the Company for the time being;electronic signature means anything in electronic form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the
authenticity or integrity of the communication;the holder in relation to any shares means the member whose name is entered in the register as the holder of those shares;member means a member of the Company;the office means the registered office for the time being of the Company;


paid up means paid up or credited
    as paid up;participating class means
        a class of shares title to which is permitted by an Operator to be transferred
    by means of a relevant system;person entitled by transmission means
        a person whose entitlement to a share in consequence of the death or
        bankruptcy of a member or of any other event giving rise to its transmission
        by operation of law
has been noted in the register;the register means the register
    of members of the Company;seal means the common seal
        of the Company or any official seal that the Company may be permitted
    to have under the Companies Acts;the Secretary means the secretary,
        or (if there are joint secretaries) any one of the joint secretaries,
        of the Company and includes an assistant or deputy secretary and any
        person appointed by the Directors to perform any of the duties of the
    secretary; shares includes stock;uncertificated share means
        a share of a class which is for the time being a participating class
        title to which is recorded on the register as being held in uncertificated
    form;the Uncertificated Securities Regulations means
        The Uncertificated Securities Regulations 1995 as amended from time to
        time and any provisions of or under the Companies Acts (including any
        orders, regulations or other subordinate legislation made thereunder)
    which supplement or replace such Regulations;Unilever N.V. means Unilever
        N.V. of Rotterdam in the Netherlands (company number 24051830) or any
        company which is inserted as a holding company and parent of Unilever
        N.V. under any form of corporate reconstruction or reorganisation and
        which becomes a party to the Equalisation Agreement referred to in article
    3;United Kingdom means Great
    Britain and Northern Ireland;references to a document being executed
        include references to its being executed under hand or under seal or
    by any other method except by means of an electronic signature;




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references to a document beingsignedor
        tosignatureinclude references to its being executed under hand or under
        seal or by any other method and, in the case of an electronic communication,
    are to its bearing an electronic signature;references to writing include references
        to any method of representing or reproducing words in a legible and non-transitory
        form including by way of electronic communications where specifically
        provided in a particular article or where permitted by the Directors
    in their absolute discretion;words or expressions to which a particular
        meaning is given by the Companies Acts or the Uncertificated Securities
        Regulations in force when these articles or any part of these articles
        are adopted bear the same meaning in these articles or that part (as
        the case may be) save that the word company shall include
        any body corporate; references to a meeting shall not be taken as requiring
        more than one person to be present if any quorum requirement can be satisfied
        by one person; and headings and notes are included only for convenience
    and shall not affect construction.AGREEMENT FOR DISTRIBUTION OF PROFITS
    AND ASSETSAgreement with Unilever N.V.3
    The Company having entered into an Agreement
        dated 28th June, 1946 (as amended by Supplemental Agreements dated 20th
        July, 1951 and 21st December, 1981) with Unilever N.V. of the Netherlands
        known as the Equalisation Agreement for the distribution of profits and
        assets of both companies the Directors shall carry the same into effect,
        with full power nevertheless from time to time, subject to the sanctions
        hereinafter mentioned, to agree to any modification of the terms of the
        said Agreement and the provisions of these articles shall be subject
        to the said Agreement. No modification of the terms of the said Agreement
    shall be made without the previous sanction of(a) an
    ordinary resolution of the Company in general meeting; and(b) an
        ordinary resolution passed at a separate general meeting of the holders
    of the Ordinary Shares; andThe provisions of article 11 shall apply
        to the separate general meeting hereinbefore mentioned, except only that
        the quorum necessary for the said meeting shall be the holders of a majority
        in nominal value of the Ordinary Shares present in person or by proxy,
        but so that, if at any adjourned separate general meeting of the holders
    of the Ordinary Shares such quorum be not present, those of such holders
    who are present in person or by proxy shall be a quorum.


SHARE CAPITALRights attached to shares4
    Subject to the provisions of the Companies
        Acts and to any rights conferred on the holders of any other shares,
        any share may be issued with or have attached to it such rights and restrictions
        as the Company may by ordinary resolution decide or, if no such resolution
        has been passed or so far as the resolution does not make specific provision,
    as the Directors may decide.Redemption of shares5
    Subject to the provisions of the Companies
        Acts and to any rights conferred on the holders of any class of shares,
        any share may be issued which is to be redeemed, or is to be liable to
        be redeemed at the option of the Company or the holder, on such terms
    and in such manner as may be provided by these articles.Trusts not recognised6
    Except as ordered by a court of competent
        jurisdiction or as required by law, no person shall be recognised by
        the Company as holding any share upon any trust and the Company shall
        not be bound by or required in any way to recognise (even when having
        notice of it) any interest in any share other than an absolute right
    to the whole of the share in the holder.Allotment of shares7
    Subject to the provisions of the Companies
        Acts and these articles, the unissued shares of the Company (whether
        forming part of the original or any increased capital) shall be at the
        disposal of the Directors who may offer, allot, grant options over or
        otherwise dispose of them to such persons, at such times and for such
    consideration and upon such terms as the Directors may decide.Payment of commission8
    The Company may in connection with the
        issue of any shares exercise all powers of paying commission and brokerage
    conferred or permitted by the Companies Acts.Capital9
    (i)On
        the 22nd May, 2006 the authorised capital of the Company was £136,275,682,
        divided as follows: 4,377,075,492 Ordinary Shares of 3 1/9 pence each
        and 100,000
Deferred Shares of £1 each, all of which Deferred Shares have been issued
and are now represented by £100,000 Deferred Stock.(ii)The
        Ordinary Shares of 3 1/9 pence each and the Deferred Shares of £1
        each shall respectively confer on the holders thereof the right to receive
        dividends in
accordance with the provisions of article 136 hereof.Repayment of capital in a winding-up10
    The Deferred Shares shall confer on the
        holders thereof the right in a winding-up to repayment of the capital
        paid up or credited as paid up thereonpari
        passuwith the Ordinary Shares but shall not confer any further
    right to participation in the surplus assets of the Company.


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Modification of rights11
	(A)So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may
from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandisapply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class
(excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, that every holder of shares of the class present in person or by proxy
may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum.(B)Any increase in the number of Deferred Shares shall be deemed to be an alteration of the rights and privileges attaching to the Deferred Shares.(C)Any
        alteration of the rights set out in article 101 shall be treated as a
        variation of the class rights of the holders of the Deferred Shares provided,
        however, that an alteration to such rights may be effected (without any
        such consent or sanction as aforesaid) by a resolution passed at a general
        meeting of the Company by a majority consisting of not less than two-thirds
        of such members as being entitled to vote at such meeting vote thereat
        in person or by proxy, such majority comprising the holders of not less
        than one-half in nominal value of the entire issued share capital for
        the time being of the Company (but excluding any shares held as treasury
        shares) and being computed by reference to the number of votes to which
        each member is entitled by virtue of these articles.(D)Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification
prejudicially affects such rights or privileges.EVIDENCE OF TITLE TO SHARESUncertificated shares12.1
  (A)Pursuant
      and subject to the Uncertificated Securities Regulations, the Directors
      may permit title to shares of any class to be evidenced otherwise than
      by a certificate and title to shares of such a class to be transferred
      by means of a relevant system and may make arrangements for a class of
      shares (if all shares of that class are in all respects identical) to become
      a participating class. Title to shares
of a particular
class may only be evidenced otherwise
than by a certificate
where that class of shares is for
the time being a participating
class. The Directors may also, subject
to compliance with the Uncertificated Securities
Regulations and the rules of any relevant system, determine at any time


that title to any class of shares may from
      a date specified by the Directors no longer be evidenced otherwise than
      by a certificate or that title to such a class shall cease to be transferred
      by means of any particular relevant system. For the avoidance of doubt,
      shares which are uncertificated shares shall not be treated as forming
    a class which is separate from certificated shares with the same rights.(B)In
      relation to a class of shares which is, for the time being, a participating
      class and for so long as it remains a participating class, no provision
      of these articles shall apply or have effect to the extent that it is inconsistent
    in any respect with:(i) the
    holding of shares of that class in uncertificated form;(ii) the
    transfer of title to shares of that class by means of a
    relevant system; and(iii)any
    provision of the Uncertificated Securities Regulations.(C)Shares
      of a class which is for the time being a participating class may be changed
      from uncertificated to certificated form, and from certificated to uncertificated
      form, in accordance with and subject as provided in the Uncertificated
      Securities Regulations and the rules of any relevant system, and the Directors
      shall record on the register of members that the shares are held in certificated
      or uncertificated
form as appropriate.Certificated shares12.2
  Subject to the provisions of the Uncertificated
      Securities Regulations, the rules of any relevant system and these articles,
      every person (except a person to whom the Company is not by law required
      to issue a certificate) whose name is entered in the register as a holder
      of any certificated shares shall be entitled, without payment, to receive
      within two months after allotment or lodgment of a transfer to him of the
      shares or within two months after the relevant Operator-instruction is
      received by the Company (or within such other period as the terms of issue
      shall provide) one certificate for all the shares of any one class or several
      certificates each for one or more of the shares of the class in question
      upon payment for every certificate after the first of such reasonable out-of-pocket
      expenses as the Directors may from time to time decide. In the case of
      a certificated share held jointly by several persons, delivery of a certificate
      to one of several joint holders shall be sufficient delivery to all. A
      member who has transferred some of the shares comprised in his holding
    shall be entitled to a certificate for the balance without charge.Replacement of certificates13
  If a share certificate is defaced, worn
      out, lost or destroyed, it may be replaced without fee but on such terms
      (if any) as to evidence and indemnity and to payment of the costs and any
      exceptional out-of-pocket expenses of the Company in investigating the
      evidence and preparing the indemnity as the Directors may decide and, where
      it is defaced or worn out, after delivery of the old certificate to the
    Company.




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Execution of share certificates14
    Every share certificate shall be executed
        under a seal or in such other manner as the Directors having regard to
        the terms of issue and any listing requirements may authorise and shall
        specify the number and class of shares to which it relates and the amount
        or respective amounts paid up on the shares. The Directors may by resolution
        decide, either generally or in any particular case or cases, that any
        signatures on any share certificates need not be autographic but may
        be applied to the certificates by some mechanical means or may be printed
    on them or that the certificates need not be signed by any person.LIENCompanys lien on shares not fully
    paid15
    The Company shall have a first and paramount
        lien on every share (not being a fully paid share) for all amounts payable
        to the Company (whether presently or not) in respect of that share. The
        Companys lien on a share shall extend to all distributions and
        other amounts payable in respect of it. The Directors may at any time
        either generally or in any particular case waive any lien that has arisen
        or declare any share to be wholly or in part exempt from the provisions
    of this article.Enforcing lien by sale16
    The Company may sell, in such manner
        as the Directors may decide, any shares on which the Company has a lien
        if a sum in respect of which the lien exists is presently payable and
        is not paid within 7 clear days after a notice in writing has been served
        on the holder of the shares, demanding payment and stating that if the
        notice is not complied with the shares may be sold. For giving effect
        to the sale the Directors may authorise some person to transfer the shares
    sold to or in accordance with the directions of the purchaser.Validity of sales17
    The transferee shall be registered as
        the holder of the shares and he shall not be bound to see to the application
        of the purchase money, nor shall his title to the shares be affected
        by any irregularity or invalidity in the proceedings relating to the
        sale. After his name has been registered the validity of the sale shall
        not be impeached by any person, and the remedy of any Person aggrieved
        by the sale shall be in damages only and against the Company
exclusively.Application of proceeds of sale18
    The net proceeds, after payment of the
        costs, of the sale by the Company of any shares on which it has a lien
        shall be applied in or towards payment or discharge of the debt or liability
        in respect of which the lien exists so far as it is presently payable,
        and any residue shall (subject to a like lien for debts or liabilities
        not presently payable as existed upon the shares prior to the sale and
        upon surrender, if required by the Company, for cancellation of the certificate
    for the shares sold) be paid to the holder immediately before the sale.


CALLS ON SHARESCalls19
	The Directors may from time to time make calls
upon the members in respect of any moneys unpaid on their shares (whether on
account of the nominal amount of the shares or by way of premium) and not payable
on a date  fixed by or in accordance with the terms of issue, and each member
shall (subject to the Company serving upon him at least fourteen clear days notice
specifying the time or times and place of payment) pay to the Company at the
time or times
and place so specified the amount called on his shares.A
call may be revoked or postponed as the Directors may decide. A person upon whom
a call is made shall remain liable for the call
notwithstanding the subsequent transfer of the shares in respect of which the
call was
made.Payment on calls20
  A call may be made payable by instalments
      and shall be deemed to have been made at the time when the resolution of
    the Directors authorising the call was passed.Liability of joint holders21
  The joint holders of a share shall be jointly
    and severally liable to pay all calls in respect of the share.Interest due on non-payment22
  If a sum called in respect of a share shall
      not be paid before or on the day appointed for payment, the person from
      whom the sum is due shall pay interest on the sum from the day appointed
      for payment to the time of actual payment at such rate, not exceeding 10
      per cent. per annum, as the Directors may decide, but the Directors shall
    be at liberty to waive payment of the interest wholly or in part.Sums due on allotment to be treated as
    calls23
      Any sum which becomes payable on allotment
        or on any other date fixed by or in accordance with the terms of issue,
        whether on account of the nominal amount of the share or by way of premium,
        shall be deemed to be a call made, notified and payable on the date on
        which, by the terms of issue, it becomes payable and, in case of non-payment,
        all the relevant provisions of these articles as to payment of interest,
        forfeiture or otherwise shall apply as if the sum had become payable by
        virtue of a call properly made and notified.Power to differentiate24
  The Directors may on the issue of shares
      differentiate between the allottees or holders as to the amount of calls
    to be paid and the times of payment.Payment of calls in advance25
  The Directors may, if they think fit, receive
      from any member who is willing to advance them all or any part of the moneys
      uncalled and unpaid upon any shares held by him and upon all or any of
      the moneys so advanced may (until they would, but for the advance, become
      presently payable) pay interest at such rate, not exceeding (unless the
      Company by ordinary resolution shall otherwise direct) 6 per cent. per
    annum, as the Directors may decide.


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FORFEITURE OF SHARESNotice may be given if call or instalment
    not paid26
	If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the Directors may at any time serve a notice on the holder requiring payment of so much of the call or instalment as
is unpaid, together with any interest which may have accrued, and all expenses that may have been incurred by the Company by reason of such non-payment.Form of notice27
  The notice shall name a further day (not
      being less than fourteen clear days from the date of the notice) on or
      before which, and the place where, the payment required by the notice is
      to be made and shall state that in the event of non-payment on or before
      the day and at the place appointed, the shares in respect of which the
    call was made or instalment is payable will be liable to be forfeited.
      The Directors may accept the surrender of any share liable to be forfeited
      and, in that event, references in these articles to forfeiture shall include
      surrender.Forfeiture of shares if non-compliance
    with notice28
  If the requirements of the notice are not
      complied with, any share in respect of which it was given may, at any time
      before payment of all calls or instalments and interest due in respect
      of it has been made, be forfeited by a resolution of the Directors to that
      effect and the forfeiture shall include all dividends declared and other
      moneys payable in respect of the forfeited shares and not paid before the
    forfeiture.Notice after forfeiture29
  When any share has been forfeited, notice
      of the forfeiture shall be served upon the person who was before forfeiture
      the holder of the share but no forfeiture shall be invalidated by any omission
      or neglect to give
the notice.Sale of forfeited shares30
  Until cancelled in accordance with the
      requirements of the Companies Acts, a forfeited share shall be deemed to
      be the property of the Company and may be sold, re-allotted or otherwise
      disposed of either to the person who was, before forfeiture, the holder
      or to any other person upon such terms and in such manner as the Directors
      shall decide, and at any time before a sale, re-allotment or disposition
      the forfeiture may be cancelled by the Directors on such terms as the Directors
    may decide.Arrears to be paid notwithstanding forfeiture31
  A person whose shares have been forfeited
      shall cease to be a member in respect of them and shall surrender to the
      Company for cancellation the certificate for the forfeited shares but shall
      remain liable to pay to the Company all moneys which at the date of the
      forfeiture were payable by him to the Company in respect of those shares
      with interest thereon at the rate of 5 per cent. per annum (or such lower
      rate as the Directors may decide) from the date of forfeiture until payment,
      and the Company may enforce payment without being under any obligation
      to make any allowance for the value of the shares forfeited or for any
    consideration received on their disposal.


Effect of forfeiture32
  The forfeiture of a share shall involve
      the extinction of all interest in and also of all claims and demands against
      the Company in respect of the share and all other rights incident to the
      share, except only such of those rights as by these articles are expressly
    saved.Statutory declaration as to forfeiture33
  A statutory declaration that the declarant
      is a Director of the Company or the Secretary and that a share has been
      forfeited on a specified date shall be conclusive evidence of the facts
      stated in it as against all persons claiming to be entitled to the share.
      The Company may receive the consideration (if any) given for the share
      on its sale, re- allotment or disposition and the board may authorise some
      person to transfer the share to the person to whom it is sold, re-allotted
      or disposed of and, if the share is in registered form, he shall be registered
      as the holder of the share and shall not be bound to see to the application
      of the purchase money (if any) nor shall his title to the share be affected
      by any irregularity or invalidity in the proceedings relating to the forfeiture,
    sale, re-allotment or disposal.TRANSFER OF SHARESTransfer34
	Subject to such of the restrictions of these articles as may be applicable:(i)
any member may transfer all or any of his uncertificated
shares by means of a relevant system in such manner provided for, and subject
as provided in the UncertificatedSecurities
Regulations and the rules of any relevant system, and accordingly no provision
of these articles shall apply in respect
of an uncertificated share to the extent that it requires or contemplates the
effecting of a transfer by an instrument in writing or the production of a certificate
for the share to be transferred; and(ii)
any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.Execution of transfer35
  The instrument of transfer
      of a certificated share shall be executed by or on behalf of the transferor
      and (in the case of a partly paid share) the transferee, and the transferor
      shall be deemed to remain the holder of the share concerned until the name
      of the transferee is entered in the register in respect of it. All instruments
      of transfer, when registered, may be retained by the Company. The transfer
      books may be closed during such time as the Directors think fit, not exceeding
    in the whole thirty days in each year.Right to decline to register
    transfer of partly paid shares36
  The Directors may, in their
      absolute discretion and without giving any reason for so doing, decline
    to register any transfer of any share which is not a fully paid share.




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Further rights to decline to register
    transfer37
	(A)The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in
the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.(B)The Directors may decline to register any transfer of a certificated share unless:(i)the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer,(ii)the instrument of transfer is in respect of only one class of share, and(iii)in
      the case of a transfer to joint holders, the number of joint holders to
    whom the share is to be transferred does not exceed four.Notice of refusal38
  If the Directors decline to register a
      transfer they shall, within two months after the date on which the instrument
      of transfer was lodged or, in the case of uncertificated shares, within
      two months after the date on which the relevant Operator-instruction is
    received, send to the transferee notice of the refusal.No fee payable on registration39
  No fee shall be charged by the Company
      for registering any transfer or document relating to or affecting the title
    to any share or for making any other entry in the register.TRANSMISSION OF SHARESTransmission of registered shares on
    death40
  If a member dies, the survivor or survivors,
      where he was a joint holder, and his personal representatives, where he
      was a sole holder or the only survivor of joint holders, shall be the only
      persons recognised by the Company as having any title to his shares; but
      nothing contained in these articles shall release the estate of a deceased
      holder from any liability in respect of any share held by him solely or
    jointly with other persons.Entry of transmission in register41
  Where the entitlement of a person to a
      share in consequence of the death or bankruptcy of a member or of any other
      event giving rise to its transmission by operation of law is proved to
      the satisfaction of the Directors, the Directors shall cause the entitlement
    of that person to be noted in the register.


Election of person entitled by transmission42
    Any person entitled by transmission to
        a share may, subject as provided elsewhere in these articles, elect either
        to become the holder of the share or to have some person nominated by
        him registered as the holder. If he elects to be registered himself,
        he shall give notice to the Company to that effect. If he elects to have
        another person registered, he shall transfer title to the share to that
        person. All the provisions of these articles relating to the transfer
        of shares shall apply to the notice or transfer as if the death or bankruptcy
        of the member or other event giving rise to the transmission had not
    occurred and the notice or transfer was given or executed by the member.Rights of person entitled by transmission43
    Where a person becomes entitled by transmission
        to a share, the rights of the holder in relation to that share shall
        cease, but the person entitled by transmission to the share may give
        a good discharge for any dividends or other moneys payable in respect
        of it and shall have the same rights in relation to the share as he would
        have had if he were the holder of it, provided that, in order to vote
        at any general meeting in respect thereof, he shall have satisfied the
        Directors of his entitlement 48 hours at least before the time of holding
        the meeting at which he proposes to vote, or the Directors have previously
        admitted his right to vote in respect thereof. The Directors may at any
        time give notice requiring the person to elect either to be registered
        himself or to transfer the share and if the notice is not complied with
        within sixty days the Directors may withhold payment of all dividends
        and other moneys payable in respect of the share until the requirements
        of the notice have been complied with or, where the share is fully paid
        up, may deem the person to have elected to be registered as a member
    in respect thereof and he may be registered accordingly.CONVERSION OF SHARES INTO STOCKConversion of shares into stock44
    The Company in general meeting may convert
        any paid-up shares (excluding any shares held as treasury shares) into
        stock and may reconvert any stock into paid-up shares of any denomination.
        When any shares have been converted into stock the several holders of
        such stock may thenceforth transfer their respective interests therein
        or any part of such interest in the same manner and subject to the same
        regulations and restrictions as and subject to which shares in
the Companys capital may then be transferred or as near thereto as circumstances
will admit. But the Directors may from time to time, if they think fit, fix the
minimum amount of stock transferable, and direct that fractions of a pound shall
not be dealt with, with power, nevertheless, at their discretion to waive such
rules in any particular case.




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Rights of stockholders45
	The stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in profits and voting at meetings of the Company, and for other purposes as would have been
conferred by shares of equal amount in the capital of the Company, of the same class as the shares from which such stock was converted, but so that none of such privileges or advantages except the participation in profits of the Company or in the
assets of the Company on a winding-up shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall prejudice or affect any preference or other
special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to shares. The stock resulting from the conversion of any class of shares into stock shall be
described in the same manner as such class with the substitution of the word stock for shares.SHARE WARRANTS
TO BEARERIssue of share warrants46
  No share warrants shall be issued in respect
      of any Deferred Shares of the Company, but subject to this provision the
      Company is hereby authorised to issue share warrants under the powers given
      by the Companies Acts, and the Directors may accordingly, with respect
      to any shares which are fully paid-up (in any case in which they shall
      in their discretion think fit so to do), upon an application in writing
      signed by the person registered as the holder of such shares and authenticated
      by such statutory declaration or other evidence (if any) as the Directors
      may from time to time require as to the identity of the person signing
      the request, and upon receiving the certificate (if any) of such shares,
      and the amount of the stamp duty on such warrant, or if the Company shall
      previously have compounded for such stamp duty, then such sum (if any)
      as the Directors may determine in respect of the amount payable for such
      composition, and such fee as the Directors may from time to time require,
      issue under a seal at the expense in all respects of the person applying
      for the same a warrant duly stamped stating that the bearer of the warrant
      is entitled to the shares therein specified, and may, in any case in which
      a warrant is so issued, provide by coupons or otherwise for the payment
      of the future dividends or other moneys on the shares included in such
    warrant.Bearer of warrants deemed a member of
    the Company47
  Subject to the provisions of these articles
      and of the Companies Acts, the bearer of a warrant shall be deemed to be
      a member of the Company and shall be entitled to the same privileges and
      advantages as he would have had if his name had been included in the register
    as the holder of the shares specified in such warrant.


Restrictions
        on attending and voting at meetings48
      No person shall as bearer of a warrant,
        be entitled (a) to sign a requisition for calling a meeting or to give
        notice of intention to submit a resolution to a meeting, or (b) to attend
        or vote by himself or his proxy, or exercise any privilege as a member
        at a meeting, unless he shall, in case (a) before or at the time of lodging
        such requisition or giving such notice of intention as aforesaid, or in
        case (b) three days at least before the day fixed for the meeting, have
        deposited at the office or at such other place as may be specified in
        the notice the warrant in respect of which he claims to act, attend or
        vote as aforesaid, and unless the warrant shall remain so deposited until
        after the meeting and any adjournment thereof shall have been held.One
        name only to be received as holder of share warrant49
      Not more than one name shall be received
        as that of the holder of a warrant.Issue
        of deposit certificate in respect of share warrants50
      To any person so depositing a warrant
        there shall be delivered a certificate stating his name and address, and
        describing the shares included in the warrant so deposited, and bearing
        the date of issue of the certificate, and such certificate shall entitle
        him, or his proxy duly appointed, as hereinafter provided, to attend and
        vote at any general meeting held within three months from the date of
        the certificate in the same way as if he were the registered holder of
        the shares specified in the certificate.Surrender
        of deposit certificate51
      Upon delivery up of the certificate
        to the Company, the bearer of the certificate shall be entitled to receive
        the warrant in respect of which the certificate was given.Restriction
        on exercise of rights of membership52
      The holder of a warrant shall not, save
        as aforesaid, be entitled to exercise any right as a member, unless (if
        called upon by any Director or the Secretary so to do) he produces his
        warrant and states his name and address.Issue
        of new share warrants53
      The Directors may from time to time
        make regulations as to the terms upon which, if they in their discretion
        think fit, a new warrant or coupon may be issued in any case in which
        a warrant or coupon may have been worn out, defaced or destroyed, but
        no new warrant may be issued to replace one that has been destroyed unless
        the Directors are satisfied beyond reasonable doubt that the original
        has been destroyed.Transfer
        of share warrants54
      The shares included in any warrant shall
        be transferred by the delivery of the warrant without any written transfer
        and without registration, and to shares so included the provisions hereinbefore
        contained with reference to the transfer of shares shall not apply.




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Issue of shares on surrender of share
    warrants55
	Upon the surrender of his warrant together with the outstanding dividend coupons, if any, in respect thereof to the Company for cancellation, the bearer of a warrant shall be entitled to have his name entered as a
member in the register in respect of the shares included in the warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its register upon the surrender of a warrant
the name of any person not the true and lawful owner of the warrant surrendered.UNTRACED SHAREHOLDERSSale of shares of untraced
    shareholders 56
	The Company may sell any shares in the Company on behalf of the holder of, or person entitled by transmission to, the shares by instructing a member of the London Stock Exchange plc to sell them in accordance with the
best practice then obtaining if:(i)the shares are in certificated form,(ii)the shares have been in issue either in certificated or uncertificated form throughout the qualifying period and at least three cash dividends have become payable on the shares during the qualifying period,(iii)no cash dividend payable on the shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the transfer of funds to a bank account designated by the holder of, or person entitled by transmission to, the shares
or by the transfer of funds by means of a relevant system at any time during the relevant period,(iv)so far as any Director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the shares, and(v)the Company has caused two advertisements to be published, one in a daily newspaper with a national circulation in the United Kingdom and the other in a newspaper circulating in the area of the address of the holder
of, or person entitled by transmission to, the shares shown in the register, giving notice of its intention to sell the shares and a period of three months has elapsed from the date of publication of the advertisements or of the last of the two
advertisements to be published if they are published on different dates.For the purpose of this paragraph of this article:the qualifying period means the period of twelve years immediately preceding the date of publication of the advertisements referred to in sub-paragraph (iv) above or of the first of the two advertisements
to be published if they are published on different dates; and


the relevant period means
        the period beginning at the commencement of the qualifying period and
        ending on the date when all the requirements of sub-paragraphs (i) to
    (v) above have been satisfied.If, after the publication of either or
        both of the advertisements referred to in sub-paragraph (iv) above but
        before the Company has become entitled to sell the shares pursuant to
        this paragraph of this article, the requirements of sub-paragraph (ii)
        or (iii) above cease to be satisfied, the Company may nevertheless sell
        those shares after the requirements of sub-paragraphs (i) to (v) above
    have been satisfied afresh in relation to them.If during any relevant period further
        shares have been issued in right of those held at the beginning of that
        relevant period or of any previously so issued during that relevant period
        and all the requirements of sub-paragraphs (ii) to (v) above have been
        satisfied in regard to the further shares, the Company may also sell
    the further shares.To give effect to any sale of shares
        pursuant to this paragraph of this article the Directors may authorise
        some person to transfer the shares in question and an instrument of transfer
        executed by that person shall be as effective as if it had been executed
        by the holder of, or person entitled by transmission to, the shares.
        The purchaser shall not be bound to see to the application of the purchase
        moneys nor shall his title to the shares be affected by any irregularity
        or invalidity in the proceedings relating to the sale. The net proceeds
        of sale shall belong to the Company and, upon their receipt, the Company
        shall become indebted to the former holder of, or person entitled by
        transmission to, the shares for an amount equal to the net proceeds.
        No trust shall be created in respect of the debt and no interest shall
        be payable in respect of it and the Company shall not be required to
        account for any moneys earned from the net proceeds which may be employed
    in the business of the Company or as it thinks fit.Cessation of sending dividend payments57
    The Company may cease to send any cheque
        or warrant or other financial instrument through the post or employ any
        other means of payment, including by means of a relevant system, for
        any dividend payable on any shares in the Company which is normally paid
        in that manner on those shares if either (a) in respect of at least two
        consecutive dividends payable on those shares the cheques or warrants
        or other financial instruments have been returned undelivered or remain
        uncashed or that means of payment has failed or (b) following one such
        occasion reasonable enquiries have failed to establish any new address
        or account of the registered holder. Subject to the provisions of these
        articles, the Company may recommence sending cheques or warrants or other
        financial instruments or employing such other means in respect of dividends
        payable on those shares if the holder or person entitled by transmission
    requests such recommencement in writing.




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INCREASE OF CAPITALPower to increase capital58
	The Company may by special resolution from time to time increase the capital by the creation of new shares of such amount as may be deemed expedient. The new shares shall be issued upon such terms and conditions, and
with such rights and privileges or restrictions annexed thereto as the general meeting resolving upon the creation thereof shall by special resolution direct, and if no direction be given, as the Directors shall determine, and in particular such
shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the Company and with a special, or without any, right of voting.New shares may be offered
    to existing members 59
	The Company may by special resolution before the issue of any new shares, determine that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the Companies
Acts) at a discount to all the then members, so far as practicable, in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of the new shares, but in default of any such determination, or
so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital. Status
      of new shares60
	Except so far as otherwise provided by the conditions of issue or by these articles, any capital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the
provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, voting and otherwise.ALTERATION OF CAPITALPower to consolidate, sub-divide
    and cancel 61
	The Company may from time to time by ordinary resolution:(a)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;(b)subject to the provisions of the Companies Acts, sub-divide
        its shares or any of them into shares of smaller amount than is fixed
        by its memorandum of association and so that the resolution may determine
        that, as between the shares resulting from the sub-division, any of them
        may have any preference or advantage or be subject to any restriction
        as compared with the others; and(c)cancel any shares which, at the date of the passing of the
        resolution, have not been taken or agreed to be taken by any person and
        diminish the amount of its share capital by the amount of the shares so
        cancelled.


Fractions62
	Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the shares
representing the fractions to any person (including, subject to the provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due proportion among those members and the Directors may authorise some person to transfer
or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be
affected by any irregularity in, or invalidity of, the proceedings relating to the sale. Reduction
      of capital63
	Subject to the provisions of the Companies Acts, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way. Purchase
      of own shares64
	Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, the Company may purchase all or any of its shares of any class, including any redeemable shares. No
purchase by the Company of its own shares will take place unless it has been sanctioned by an extraordinary resolution passed at a separate class meeting of the holders of any class of convertible shares. Neither the Company nor the Directors shall
be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to
dividends or capital conferred by any class of shares. GENERAL MEETINGSExtraordinary general meetings65
	Any general meeting of the Company other than an annual general meeting shall be called an extraordinary general meeting. Annual
      general meetings66
	The Directors shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Acts.Calling of extraordinary general
    meetings 67
	The Directors may convene an extraordinary general meeting whenever they think fit and, upon a requisition of members pursuant to the provisions of the Companies Acts or upon a requisition made in writing by members
holding in the aggregate one-tenth of the issued Ordinary Shares or one-half of the issued Deferred Shares in which event the provisions of the Companies Acts shallmutatis mutandisapply, shall forthwith proceed to do so for a date not later than eight weeks after deposit of the requisition at the office.




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Insufficient Directors within the United
    Kingdom68
	If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director or any two members of the Company may convene an extraordinary general meeting in the same
manner as nearly as possible as that in which meetings may be convened by the Directors.NOTICE OF GENERAL MEETINGS Notice69
	An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a Director shall be called by not less than twenty-one clear
days notice in writing. All other extraordinary general meetings shall be called by not less than fourteen clear days notice in writing. The notice shall specify the place, day and time of the meeting, and the general nature of the
business to be transacted. Notice of every general meeting shall be given to all members other than any who, under the provisions of these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the
Company, and also to the auditors or, if more than one, each of them.Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this article, it shall be deemed to have been properly called if it is so agreed:(a) in
the case of an annual general meeting, by all the members entitled to attend
and vote at the meeting and(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right.References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.Omission or non-receipt of
    notice 70
	The accidental omission to give any notice of a meeting or the accidental omission to send any document relating to any meeting, or the non-receipt of any such notice or document, by any person entitled to receive the
notice or document shall not invalidate the proceedings at that meeting.


PROCEEDINGS AT
      GENERAL MEETINGSQuorum71
	No business shall be transacted at any general meeting (except the declaration and sanction of a dividend) unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not
preclude the choice or appointment of a chairman which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, seven members present in person or by proxy and entitled to vote shall be a quorum for
all purposes.Dissolution and adjournment
    of meeting if quorum not present 72
      If within five minutes (or such longer
        time not exceeding one hour as the chairman of the meeting may decide
        to wait) after the time appointed for the commencement of the meeting
        a quorum is not present, the meeting, if convened on the requisition of
        members, shall be dissolved. In any other case it shall stand adjourned
        to such other day (not being less than fourteen nor more than twenty-eight
        days later) and at such other time or place as the chairman of the meeting
        may decide and at such adjourned meeting one member present in person
        or by proxy and entitled to vote (whatever the number of shares held by
        him) shall be a quorum. The Company shall give not less than seven clear
        days notice in writing of any meeting adjourned through want of
        a quorum and the notice shall state that one member present in person
        or by proxy and entitled to vote (whatever the number of shares held by
        him) shall be a quorum.References in this article to notice
        in writing include the use of electronic communications and publication
        on a website in accordance with the Companies Acts. Chairman
      of general meeting73
	The chairman (if any) of the Directors or, in his absence, a vice chairman (if any) shall preside as chairman at every general meeting. If there is no chairman or vice chairman, or if at any meeting neither the
chairman nor any vice chairman is present within five minutes after the time appointed for the commencement of the meeting, or if neither the chairman nor any vice chairman is willing to act as chairman, the Directors present shall choose one of
their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint
one of their number to be chairman.Entitlement to attend and
    speak 74
	Each Director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company. Any proxy appointed by a member shall
also be entitled to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company at which such member would have been entitled to attend and speak.




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Adjournments and notice
            of adjournment75
      (A)The
          chairman may at any time without the consent of the meeting adjourn
          any meeting (whether or not it has commenced or a quorum is present)
          either sine dieor to another time or place where it appears
          to him that (a) the members entitled to vote wishing to attend cannot
          be conveniently accommodated in the place appointed for the meeting
          or (b) the conduct of persons present prevents or is likely to prevent
          the orderly continuation of business or (c) an adjournment is otherwise
          necessary so that the business of the meeting may be properly conducted. In
          addition, the chairman may at any time with the consent of any meeting
          at which a quorum is present (and shall if so directed by the meeting)
          adjourn the meeting eithersine
          dieor to another time or
          place. When a meeting is adjournedsine
          diethe time and place for
          the adjourned meeting shall be fixed by the Directors. No business
          shall be transacted at any adjourned meeting except business which
          might properly have been transacted at the meeting had the adjournment
          not taken place.(B)When
          a meeting is adjourned for three months or more, or sine die,
          notice of the adjourned meeting shall be given as in the case of an
          original meeting. Except where these articles otherwise require, it
          shall not be necessary to give any notice of an adjourned meeting or
          of the business to be transacted at an adjourned meeting. Security and other arrangements at general
    meetings76
	The Directors may direct that members or proxies wishing to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the
circumstances and shall be entitled in their absolute discretion to refuse entry to such general meeting to any member or proxy who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions.In the case of any general meeting the Directors may, notwithstanding the specification in the notice of the place of the general meeting (the Principal Place) at which the chairman of the meeting shall
preside, make arrangements for simultaneous attendance and participation at other places by members and proxies entitled to attend the general meeting but excluded from the Principal Place under the provisions of this article.Such arrangements for simultaneous attendance at the meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any members and proxies excluded from
attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the Principal Place.The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of
tickets (on a basis intended to afford to all members and proxies entitled to attend the meeting an equal opportunity of being


admitted to the Principal Place)
      or the imposition of some random
      means of selection or otherwise as they shall in their
      absolute discretion consider to be appropriate, and may
      from time to time vary any such arrangements or make
      new arrangements in their place and the entitlement of
      any member or proxy to attend a general meeting at the Principal
      Place shall be subject to such arrangements as may
      be for the time being in force whether stated in the notice
      of the meeting to apply to that meeting or notified to
      the members concerned subsequent to the provision of the
    notice of the meeting.VOTINGMethod of voting77
  At any general meeting a resolution
      put to the
vote of the meeting shall be decided on
a show of hands
unless (before or on the declaration of
the result of
the show of hands or on the withdrawal
of any other demand
for a poll) a poll is properly demanded.
Without prejudice
to the other provisions of this article,
the chairman
may, in his absolute discretion, demand
a poll on all or some
of the resolutions put to the vote of
the meeting before
or on the declaration of the result of
the show of hands
or on the withdrawal of any other demand
for a poll. Subject
to the Companies Acts, a poll may be demanded
by:(a)the chairman of the meeting, or(b)at least three members present in person or by proxy
and entitled to vote, or(c)any
	    member or members present in person or by proxy and
	    representing in the aggregate not less than
one-tenth of the total voting rights of
all the members
having the right to attend and vote at
the meeting, or(d)any
        member or members present in person or by proxy and
        holding shares conferring a right to attend
and vote at the meeting on which there
have been paid-up
sums in the aggregate equal to not less
than one-tenth
of the total sum paid-up on all the shares
conferring that
right.Unless a poll is so demanded and the demand
      is
not withdrawn, a declaration by the chairman
that
a resolution has been carried or carried
unanimously or by
a particular majority or not carried by
a particular majority
or lost and an entry to that effect in
the book of proceedings
of the Company shall be conclusive evidence
of the fact
without proof of the number or proportion
of the votes
recorded for or against the resolution.Effect of properly demanded poll78
  If a poll is properly demanded
      it shall be taken
in such manner as the chairman shall direct
and he may
appoint scrutineers who need not be members.
The result
of the poll shall be deemed to be the
resolution of the
meeting at which the poll was demanded.




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When poll to be taken79
	A poll demanded on the election of a chairman,
or on a question of adjournment, shall be taken forthwith. A
poll demanded on any other question shall be taken either forthwith or on such
date (being not later than thirty days after
the date of the demand) and at such time and place as the chairman shall direct.
It shall not be necessary (unless the chairman otherwise directs) for notice
to be given of a poll. Continuance of business after demand
    for poll80
	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chairman
at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.Votes on a poll81
  On a poll votes may be given either personally
    or by proxy.Casting vote of chairman82
  In the case of an equality of votes
      at a general meeting, whether on a show of hands or on a poll, the chairman
      of the meeting shall be entitled to an additional or
casting vote.Voting rights of members83
  On a show of hands every member who is
    present in person    shall have one
    vote, and on a poll every member who is    present
    in person or by proxy shall have one vote for every 31/9p
    nominal of capital held by him of whatever class. Voting rights of joint holders84
	In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose
seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. Exercise of voting rights for incapable
    member85
	A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote,
whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his behalf and that person may vote on a poll by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to
exercise the right to vote shall be received at the office (or at such other place as may be specified in accordance with these articles for the receipt of appointments of a proxy in writing which are not electronic communications) not later than
the last time at which such an appointment could be so received in order to be valid.


No right to vote where sums still payable86
	No member shall, unless the Directors otherwise decide, be entitled to vote at any general meeting of the Company unless all calls or other sums presently payable by him in respect of shares in the Company have been
paid. Temporary cessation of rights
    of shareholders87
  Where the holder of any shares
      in the Company,
or any person named as having any interest
in any shares
in the Company in reply to any notice
served on the holder
or on a person previously so named, fails
to comply
within twenty-eight days with any notice
given by the
Company under the Companies Acts requiring
him to give
particulars of any interest in those shares,
the Company may
give the holder a further notice to the
effect that from
the service of the further notice the
shares will not confer
on the holder any right to attend or vote
at any general meeting
of the Company or at any separate general
meeting of
the holders of shares of the same class
until the former notice
has been complied with and accordingly
the shares shall
not confer any right to attend or vote.
Any further notice
given pursuant to this article may be
cancelled by the Directors
at any time and shall automatically cease
to have effect in
respect of any shares transferred upon
registration of the relevant transfer.Objections88
	If:(a)any
objection shall be raised to the qualification of any voter, or(b)any votes have been counted which ought not to have
been counted or which might have been rejected,
or(c)any
	    votes are not counted which ought to have been counted,
	    the objection or error shall not vitiate
the decision of the meeting or adjourned
meeting on any resolution unless it is
raised or pointed out at the meeting
or, as the case may be, the adjourned
meeting at which the
vote objected to is given or tendered
or at which the
error occurs. Any objection or error shall
be referred
to the chairman of the meeting and shall
only vitiate
the decision of the meeting on any resolution
if the chairman
decides that the same may have affected
the decision of
the meeting. The decision of the chairman
on such
matters shall be conclusive.




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PROXIESAppointment of proxies89
	An appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an
officer, attorney or other person authorised to sign it.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.Receipt of proxies90
	The appointment of a proxy must:(a) in
the case of an appointment which is not contained in an electronic communication,
be received at the office (or such other place in the United Kingdom as may be
specified in the notice convening the meeting or in  any notice of any adjournment
or, in either case, in any accompanying document) together with (if required
by the Directors) any authority under which it is made or a copy of the authority,
certified notarially or in accordance with the Powers of
Attorney Act 1971 or in some other manner approved by the Directors not less
than forty eight hours (or any shorter time specified in such notice) before
the time appointed for holding the meeting or adjourned meeting at which the
person named in
the appointment proposes to vote;(b) in
the case of an appointment contained in an electronic communication, where an
address has been specified for the purposes of receiving electronic communications
in the notice convening the meeting or in any notice  of any adjournment or,
in either case, in any accompanying document, be received at such address not
less than forty eight hours (or any shorter time specified in such notice) before
the time appointed for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote. Any authority pursuant
to which an appointment contained in an electronic communication is made or a
copy of the authority, certified notarially or in accordance with the Powers
of Attorney  Act 1971 or in some other manner approved by the Directors, must,
if required by the Directors, be received at the office (or such other place
in the United Kingdom as may be specified in the notice convening the meeting
or in any notice of any
adjournment or, in either case, in any accompanying document) not less than forty
eight hours (or any shorter time specified in such notice) before the time appointed
for holding the meeting or adjourned meeting at which the person named in the

appointment proposes to vote; or


(c)in
        the case of a poll taken subsequently to the date of the meeting or adjourned
        meeting, be received as aforesaid not less than twenty four hours (or
        any shorter time specified in such notice) before the time appointed
        for the taking of the poll, and an appointment of a proxy which is not
        so received in a manner so permitted shall be invalid. When two or more
        valid but differing appointments of a proxy are received in respect of
        the same share for use at the same meeting, the one which is last received
        (regardless of its date or of the date of its signature) shall be treated
        as replacing and revoking the others as regards that share; if the Company
        is unable to determine which was last received, none of them shall be
        treated as valid in respect of that share. The proceedings at a general
        meeting shall not be invalidated where an appointment of a proxy in respect
        of that meeting is delivered in a manner permitted by these articles
        by electronic communications but, because of a technical problem, it
        cannot be read by the recipient.Validity of proxy91
    No appointment of a proxy shall be valid
        after twelve months have elapsed from the date of its receipt. The appointment
        of a proxy shall not preclude a member from attending and voting in person
        at the meeting or poll concerned.Form of proxy92
    The appointment of a proxy shall be in
        any usual form or in such other form as the Directors may approve and
        the Directors may, if they think fit, but subject to the provisions of
        the Companies Acts, send out with the notice of any meeting forms of
        instrument of proxy for use at the meeting. The appointment of a proxy
        shall be deemed to confer authority to demand or join in demanding a
        poll and to vote on any amendment of a resolution put to the meeting
        for which it is given as the proxy thinks fit. The appointment of a proxy
        shall, unless the contrary is stated in it, be valid as well for any
        adjournment of the meeting as for the meeting to which it relates.Determination of authority93
    A vote given or poll demanded by a proxy
        or by the duly authorised representative of a corporation shall be valid
        notwithstanding the previous determination (whether by death, revocation
        or otherwise) of the authority of the person voting or demanding a poll,
        unless notice in writing of the determination was received by the Company
        at the office (or such other place or address as was specified for the
        receipt of appointments of proxy in the notice convening the meeting
        or other accompanying document) one hour at least before the commencement
        of the meeting or adjourned meeting at which the vote is given or the
        poll demanded or (in the case of a poll not taken on the same day as
        the meeting or adjourned meeting) the time appointed for taking the poll.In this article references to in writing
        include the use of electronic communications subject to such terms and
        conditions as the Directors may decide.




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RESOLUTIONSForm of resolutions94
  Where for any purpose an ordinary resolution
      of the Company is required, a special or extraordinary resolution shall
      also be effective and where for any purpose an extraordinary resolution
      is required a special
resolution shall also be effective.Resolution in writing95
	A resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been
passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.APPOINTMENT, RETIREMENT AND REMOVAL
    OF DIRECTORSNumber of Directors96
  Unless otherwise determined by ordinary
      resolution of the Company, the Directors shall be not less than six nor
    more than thirty in number.Shareholding qualification97
  There shall be no requirement for any Director
      to hold shares in the capital of the Company.Power for Directors to fill casual vacancies
    or appoint additional Directors98
  Subject to the provisions of article 128
      the Directors shall have power from time to time and at any time to appoint
      any other person to be a Director either to fill a casual vacancy or as
      an addition to the Board of Directors, but so that the total number of
      Directors shall not at any time exceed the maximum number fixed by or in
    accordance with the provisions of these articles.Retirement of Directors99
  At every annual general meeting all the
      Directors shall retire from office, with such retirement to become effective
      at the conclusion of the annual general meeting of the Company or the corresponding
      annual general
meeting of Unilever N.V. (whichever is the later).Meeting to fill up vacancies100
  The Company at any annual general meeting
      at which Directors retire may fill up the vacated offices by electing a
      like number of eligible persons to be Directors. The Company may also in
      general meeting subject as last mentioned elect any eligible person to
      be a Director either to fill a casual vacancy or as an addition to the
      existing Board but so that the total number of Directors shall not at any
      time exceed the maximum number fixed by or in accordance with
these articles.


Persons eligible as Directors101
	No persons shall be eligible to be elected as Directors unless:(A) he
is recommended by the Board; or(B) a
resolution to appoint that person as a Director has been requisitioned by a member
or members in accordance with the Companies Act.Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective:(i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or
at any adjournment thereof; or, as the case may be(ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any
adjournment thereof (and if such a resolution is not passed, such appointment shall no longer be capable of becoming effective).The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.Provisions if no eligible persons available102
      If at the annual general meeting in any
        year no persons shall be eligible to be elected as Directors in accordance
        with article 101 or if the number of persons so eligible is less than
        the minimum number for the time being in force under article 96 then the
        retiring Directors (other than those eligible for re-election under article
        101) or so many of them as shall be willing to offer themselves for re-election
        shall be deemed to be eligible for election under article 101 as Directors
        or Director for the succeeding year.Provisions if insufficient eligible persons
    elected103
  (A)If
      at the annual general meeting in any year the resolution or resolutions
      for the election or re-election of all, or all but the minimum number for
      the time being in force under article 96, of the persons eligible for election
      or re-election as Directors for the succeeding year are put to the meeting
      and lost, then all such eligible persons who are Directors as at the commencement
      of the annual general meeting and are standing for re-election shall be
      deemed to have been re-elected as Directors and shall remain in office
      but so that such Directors may act only for the purpose of summoning general
      meetings of the Company and perform such duties as are essential to maintain
    the Company as a going concern but not for any other purpose.(B)Such
      Directors shall convene a general meeting as soon as reasonably practicable
      following the annual general meeting referred to in article 103(A) at which
      all the Directors shall retire from office. To the extent that the circumstances
    envisaged in article 103(A) occur in relation to any meeting




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convened pursuant to this article
      103(B), then the provisions of this article 103 shall also apply to that
    general meeting and, if relevant, any subsequent general meeting or meetings.Power to remove Director by
    special resolution104
  In addition to any power of removal
      conferred by the Companies Acts, the Company may by special resolution
    remove any Director before the expiration of his period of office.Disqualification of Directors105
	Without prejudice to the provisions for retirement otherwise contained in these articles, the office of a Director shall be vacated if:(a) he
resigns his office by notice in writing delivered to or received at the office
or tendered at a meeting of the Directors, or(b) he
becomes of unsound mind or a patient for any purpose of any statute relating
to mental health and the Directors resolve that his office is vacated, or(c) he
is absent without the permission of the Directors from meetings of the Directors
(whether or not an Alternate Director appointed by him attends) for six consecutive
months and the Directors resolve that his office
is vacated, or(d) he
becomes bankrupt or compounds with his creditors generally, or(e) he
is prohibited by law from being a Director, or(f) he
ceases to be a Director by virtue of the Companies Acts
or is removed from office pursuant to these
articles.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.Alternate Directors106
  (A)Each
      Director shall have the power to appoint any other Director to be his alternate
      and may at his discretion remove an Alternate Director so appointed from
      appointment as his alternate. Any appointment or removal of an Alternate
      Director shall be effected by notice in writing signed by the appointor
      and delivered to or received at the office or tendered at a meeting of
      the Directors, or in any other manner approved by the Directors. If his
      appointor so requests, an Alternate Director shall be entitled to receive
      notice of all meetings of committees of the Directors of which his appointor
      is a member. He shall also be entitled to attend and vote as a Director
      at any such meeting at which the Director appointing him is not personally
      present and at the meeting to exercise and discharge all the functions,
    powers and duties of his appointor as a Director.


(B)Every
      person acting as an Alternate Director shall (except as regards power to
      appoint an alternate and remuneration) be subject in all respects to the
      provisions of these articles relating to Directors and shall alone be responsible
      to the Company for his acts and defaults and shall not be deemed to be
      the agent of or for the Director appointing him. An Alternate Director
      may be paid expenses and shall be entitled to be indemnified by the Company
      as a Director but shall not be entitled to receive from the Company any
    fee in his capacity as an Alternate Director.(C)Every
      person acting as an Alternate Director shall have one vote for each Director
      for whom he acts as alternate, in addition to his own vote as a Director.
      Signature by an Alternate Director of any resolution in writing of the
      Directors or a committee of the Directors shall, unless the notice of his
      appointment provides to the contrary, be as effective as signature by his
    appointor.(D)An
      Alternate Director shall ipso
      factocease to be an Alternate
      Director if his appointor ceases for any reason to be a Director except
      that, if at any meeting any Director retires but is reappointed or deemed
      to be reappointed at the same meeting, any appointment made by him pursuant
      to this article which was in force immediately before his retirement shall
    remain in force as though he had not retired.In this article references to in writing
      include the use of electronic communications subject to such terms and
    conditions as the Directors may decide.Executive Directors107
	The Directors may from time to time appoint one or more of its body to hold executive office with the Company (including that of a Group Chief Executive) for such period (subject to the provisions of the Companies
Acts) and upon such other terms as the Directors may decide and may revoke or terminate any appointment so made. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any claim to
damages for breach of the contract of service between the Director and the Company. A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may decide,
and either in addition to or in lieu of his remuneration as a Director.Non-Executive Directors108
  Those Directors who do not hold executive
      office with the Company pursuant to article 107 shall, in the execution
      of their duties and obligations as Directors, take into account the nature
      of their role as such non-executive directors (recognising where appropriate
      that it is not a day-to-day involvement but a periodic and supervisory
      role) and as part of their role shall assist in the development of strategy
      and monitor the performance of the Company and
the management.




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REMUNERATION
        AND EXPENSES OF DIRECTORSDirectors
        remuneration109
    Each of the Directors shall be paid a
      fee at such rate as may from time to time be determined by the Directors
      provided that the aggregate of all fees so paid to Directors (excluding
      amounts payable under any other provisions of these articles) shall not
      exceed £2,000,000 per annum or such higher amount as may from time
      to time be decided by ordinary resolution of the Company.Extra
        Remuneration110
    Any Director who, by request, goes or
      resides abroad for any purposes of the Company or who performs services
      which in the opinion of the Directors go beyond the ordinary duties of a
      Director may be paid such extra remuneration (whether by way of salary,
      commission, participation in profits or otherwise) as the Directors may
      determine in addition to any remuneration provided for by or pursuant to
      any other article.Expenses111
    Each Director may be paid his reasonable
      travelling, hotel and incidental expenses of attending and returning from
      meetings of the Directors or committees of the Directors or general meetings
      of the Company or any other meeting which as a Director he is entitled to
      attend and shall be paid all expenses properly and reasonably incurred by
      him in the conduct of the Companys business or in the discharge of
      his duties as a Director.DIRECTORS
        INTERESTSPermitted interests
      and voting112
    (A)Subject
      to the provisions of the Companies Acts and of paragraph (J) of this article,
      no Director or proposed or intending Director shall be disqualified by his
      office from contracting with the Company, either with regard to his tenure
      of any office or place of profit or as vendor, purchaser or in any other
      manner whatever, nor shall any contract in which any Director is in any
      way interested be liable to be avoided, nor shall any Director who is so
      interested be liable to account to the Company or the members for any remuneration,
      profit or other benefit realised by the contract by reason of the Director
      holding that office or of the fiduciary relationship thereby established.(B)A
      Director may hold any other office or place of profit with the Company (except
      that of auditor) in conjunction with his office of Director for such period
      (subject to the provisions of the Companies Acts) and upon such other terms
      as the Directors may decide, and may be paid such extra remuneration for
      so doing (whether by way of salary, commission, participation in profits
      or otherwise) as the Directors may decide, and either in addition to or
      in lieu of any remuneration provided for by or pursuant to any other article.


(C)A
      Director of the Company may be or become a director or other officer of,
      or otherwise interested in, any company promoted by the Company or in which
      the Company may be interested or as regards which it has any power of appointment,
      but shall be liable to account to the Company or the members for any remuneration,
      profit or other benefit received by him as a director or officer of or from
      his interest in the other company. The Directors may also cause any voting
      power conferred by the shares in any other company held or owned by the
      Company or any power of appointment to be exercised in such manner in all
      respects as they think fit, including the exercise of the voting power or
      power of appointment in favour of the appointment of the Directors or any
      of them as directors or officers of the other company, or in favour of the
      payment of remuneration to the directors or officers of the other company.(D)A
      Director may act by himself or his firm in a professional capacity for the
      Company (otherwise than as auditor) and he or his firm shall be entitled
      to remuneration for professional services as if he were not a Director.(E)A
      Director shall not vote on or be counted in the quorum in relation to any
      resolution of the Directors concerning his own appointment, or the settlement
      or variation of the terms or the termination of his own appointment, as
      the holder of any office or place of profit with the Company or any other
      company in which the Company is interested but, where proposals are under
      consideration concerning the appointment, or the settlement or variation
      of the terms or the termination of the appointment, of two or more Directors
      to offices or places of profit with the Company or any other company in
      which the Company is interested, a separate resolution may be put in relation
      to each Director and in that case each of the Directors concerned shall
      be entitled to vote and be counted in the quorum in respect of each resolution
      unless it concerns his own appointment or the settlement or variation of
      the terms or the termination of his own appointment or the appointment of
      another Director to an office or place of profit with a company in which
      the Company is interested and the Director seeking to vote or be counted
      in the quorum owns one per cent. or more of it.(F)Save
      as otherwise provided by these articles, a Director shall not vote on, or
      be counted in the quorum in relation to, any resolution of the Directors
      in respect of any contract in which he is to his knowledge materially interested
      and, if he shall do so, his vote shall not be counted, but this prohibition
      shall not apply to any resolution concerning any of the following matters:(i)the
      giving to him of any guarantee, indemnity or security in respect of money
      lent or obligations undertaken by him for the benefit of the Company or
      any of its subsidiaries,(ii)the
      giving to a third party of any guarantee, indemnity or security in respect
      of a debt or obligation of the Company or any of its subsidiaries for which
      he himself has assumed responsibility in whole or in part under a guarantee
      or indemnity or by the giving of security,




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(iii)the
      subscription or purchase by him of shares, debentures or other securities
      of the Company pursuant to an offer or invitation to members or debenture
      holders of the Company, or any class of them, or to the public or any section
      of the public,(iv)the
      underwriting by him of any shares, debentures or other securities of the
      Company or any of its subsidiaries,(v)any
      contract in which he is interested by virtue of his interest in shares or
      debentures or other securities of the Company or by reason of any other
      interest in or through the Company,(vi) any contract concerning any other
      company (not being a company in which the Director owns one per cent. or
      more) in which he is interested directly or indirectly whether as an officer,
      shareholder, creditor or otherwise howsoever,(vii)any
      contract concerning the adoption, modification or operation of a pension
      fund or retirement, death or disability benefits scheme which relates both
      to Directors and employees of the Company or of any of its subsidiaries
      and does not provide in respect of any Director as such any privilege or
      advantage not accorded to the employees to which the fund or scheme relates,(viii)any
      contract for the benefit of employees of the Company or of any of its subsidiaries
      under which he benefits in a similar manner as the employees and which does
      not accord to any Director as such any privilege or advantage not accorded
      to the employees to whom the contract relates,(ix)any
      contract for the purchase or maintenance for any Director or Directors of
      insurance against any liability, and(x)the
      Agreement referred to in article 3 or any matters arising thereout.(G)A
      company shall be deemed to be one in which a Director owns one per cent.
      or more if and so long as (but only if and so long as) he is (either directly
      or indirectly) the holder of or beneficially interested in one per cent.
      or more of any class of the equity share capital of that company (calculated
      exclusive of any shares of that class of that company held as treasury shares)
      or of the voting rights available to members of that company. For the purpose
      of this paragraph of this article there shall be disregarded any shares
      held by the Director as bare or custodian trustee and in which he has no
      beneficial interest, any shares comprised in a trust in which his interest
      is in reversion or remainder if and so long as some other person is entitled
      to receive the income of the trust and any shares comprised in an authorised
      unit trust scheme in which he is interested only as a unit holder.


(H)Where
      a company in which a Director holds one per cent. or more is materially
      interested in a contract, he also shall be deemed materially interested
      in that contract.(I)If
      any question shall arise at any meeting of the Directors as to the materiality
      of the interest of a Director (other than the chairman of the meeting) or
      as to the entitlement of any Director (other than the chairman of the meeting)
      to vote or be counted in the quorum and the question is not resolved by
      his voluntarily agreeing to abstain from voting or not to be counted in
      the quorum, the question shall be referred to the chairman of the meeting
      and his ruling in relation to the Director concerned shall be conclusive
      except in a case where the nature or extent of his interest (so far as it
      is known to him) has not been fairly disclosed to the Directors. If any
      question shall arise in respect of the chairman of the meeting, the question
      shall be decided by a resolution of the Directors (for which purpose the
      chairman shall be counted in the quorum but shall not vote on the matter)
      and the resolution shall be conclusive except in a case where the nature
      or extent of the interest of the chairman (so far as it is known to him)
      has not been fairly disclosed to the Directors.(J)A
      Director who to his knowledge is in any way, whether directly or indirectly,
      interested in a contract with the Company shall declare the nature of his
      interest at the meeting of the Directors at which the question of entering
      into the contract is first taken into consideration, if he knows his interest
      then exists, or in any other case at the first meeting of the Directors
      after he knows that he is or has become so interested. For the purposes
      of this article, a general notice to the Directors by a Director to the
      effect that (a) he is a member of a specified company or firm and is to
      be regarded as interested in any contract which may after the date of the
      notice be made with that company or firm or (b) he is to be regarded as
      interested in any contract which may after the date of the notice be made
      with a specified person who is connected with him, shall be deemed to be
      a sufficient declaration of interest under this article in relation to any
      such contract; provided that no such notice shall be effective unless either
      it is given at a meeting of the Directors or the Director takes reasonable
      steps to secure that it is brought up and read at the next meeting of the
      Directors after it is given.(K)References
      in this article to a contract include references to any proposed contract
      and to any transaction or arrangement whether or not constituting a contract.(L)The
      Company may by ordinary resolution suspend or relax the provisions of this
      article to any extent or ratify any contract not properly authorised by
      reason of a contravention of this article.




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POWERS AND DUTIES OF THE
      DIRECTORSGeneral powers of Company
      vested in Directors113
    Subject to the provisions of the Companies
      Acts, the memorandum of association of the Company and these articles and
      to any directions given by the Company in general meeting by special resolution,
      the business of the Company shall be managed by the Directors who may exercise
      all the powers of the Company whether relating to the management of the
      business of the Company or not. The alteration of the memorandum of association
      or these articles or the passing of a special resolution shall not invalidate
      any prior act of the Directors which would have been valid if that alteration
      had not been made or that resolution had not been passed. The powers given
      by this article shall not be limited by any special power given to the Directors
      by any other article.Establishment of local boards114
    The Directors may establish local or divisional
      boards or agencies for managing any of the affairs of the Company, either
      in the United Kingdom or elsewhere, and may appoint any persons to be members
      of the local or divisional boards, or any managers or agents, and may fix
      their remuneration. The Directors may delegate to any local or divisional
      board, manager or agent any of the powers, authorities and discretions vested
      in or exercisable by the Directors, with power to sub-delegate, and may
      authorise the members of any local or divisional board, or any of them,
      to fill any vacancies and to act notwithstanding vacancies. Any appointment
      or delegation made pursuant to this article may be made upon such terms
      and subject to such conditions as the Directors may decide and the Directors
      may remove any person so appointed and may revoke or vary the delegation
      but no person dealing in good faith and without notice of the revocation
      or variation shall be affected by it.Powers of attorney115
    The Directors may, by power of attorney
      or otherwise, appoint any person to be the agent of the Company upon such
      terms (including terms as to remuneration) as it may decide and may delegate
      to any person so appointed any of the powers, authorities and discretions
      vested in or exercisable by the Directors, including power to sub-delegate.  The
      Directors may remove any person appointed under this article and may revoke
      or vary the delegation but no person dealing in good faith and without
      notice of the revocation or variation shall be affected by it.Delegation to individual
      Directors116
    The Directors may entrust to and confer
      upon any Director any of the powers, authorities and discretions vested
      in or exercisable by them upon such terms and conditions and with such restrictions
      as they think fit, and either collaterally with, or to the exclusion of,
      their own powers, authorities and discretions and may from time to time
      revoke or vary all or any of them but no person dealing in good faith and
      without notice of the revocation or variation shall be affected by it.


Powers in respect of
        official seals117
      The Company may exercise all the powers
        conferred by the Companies Acts with regard to having official seals,
        and those powers shall be vested in the Directors.Registers118
      Subject to the provisions of the Companies
        Acts, the Company may keep an overseas or local or other register in any
        place, and the Directors may make and vary such regulations as it may
        think fit respecting the keeping of the register.Power to borrow money
        and give security 119
      (A)The Directors may exercise all the
        powers of the Company to borrow money and to mortgage or charge its undertaking,
        property and uncalled capital and to issue debentures and other securities
        but shall restrict the Borrowings of the Company and exercise all voting
        and other rights or powers of control exercisable by the Company in relation
        to its subsidiaries with a view to securing that Borrowings shall not
        at any time without the previous sanction of an ordinary resolution of
        the Company in general meeting exceed an amount equal to three times the
        Adjusted Capital and Reserves of the Company.(B)For the purposes of this article(i)Borrowings
        means the aggregate principal amount for the time being remaining outstanding
        of all borrowings of the Company and its subsidiaries, whether secured
        or unsecured, but excluding:(a)borrowings
        by the Company from any subsidiary,(b)borrowings
        by any subsidiary from another subsidiary or from the Company,(c)borrowings
        by any subsidiary in its capacity as a trustee of any pension or other
        fund for the benefit of employees,(d)borrowings
        of a company which becomes a subsidiary hereafter for a period of twelve
        months from the date it becomes a subsidiary,and deducting therefrom
        an amount equal to:(e)the
        principal amount of any obligations, whether secured or unsecured, issued
        by the Company or any subsidiary the proceeds of which are intended to
        be used within six calendar months in repayment of other borrowings of
        the Company or such subsidiary then outstanding, and(f)all
        cash deposits, certificates of deposit and securities of governments and
        companies and similar instruments owned by the Company or any of its subsidiaries.


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(ii)Adjusted
        Capital and Reserves means the aggregate of:(a)the
      amount paid up or credited as paid up on the issued share capital of the
      Company,(b)the
      amounts standing to the credit of the capital and revenue reserves, including
      share premium account, plus the balance at the credit of profit and loss
      account (or minus the amount, if any, standing to the debit of such account),
      and(c)the
      amounts standing as attributed to outside interestsall as shown in the latest published audited
      consolidated accounts of the Company and its subsidiaries Provided always
      that appropriate adjustments shall be made in respect of any variation in
      the paid-up share capital or in the share premium account of the Company
      since the date of such audited accounts and Provided Further that in arriving
      at the said aggregate there shall be added back amounts equal to:(d)the
      premium arising on consolidation of acquired subsidiaries, associated companies
      and businesses which, as at the date of calculation, have been written off
      against the consolidated reserves of the Company and its subsidiaries in
      accordance with United Kingdom accounting practices provided that the Company
      shall not have sold its interest in such subsidiaries, associated companies
      and businesses at the date of calculation, less a sum equal to amortisation
      of such premiums over 40 years on a straight line basis,(e)any
      provision made for deferred taxation in excess of the amount required to
      be provided by United Kingdom accounting practices.(C)The
      determination of the auditors as to the amount of Borrowings and Adjusted
      Capital and Reserves shall be conclusive and binding on all concerned and
      for the purposes of their computation the auditors may make such other adjustments
      as they deem fit. Nevertheless, for the purposes of this article the Directors
      may at any time act in reliance on a bona fideestimate of the said
      aggregates and if the limit herein contained is inadvertently exceeded,
      the amount borrowed in excess of the limit shall be disregarded until the
      expiration of 182 days after the date on which the Directors became aware
      that the situation had arisen.No debt incurred or security given in
      respect of moneys borrowed or secured in excess of the limit hereby imposed
      shall be invalid or ineffectual except in the case of express notice at
      the time the debt was incurred or the security given that the limit hereby
      imposed had been or was thereby exceeded.


Pensions120
    The Directors may grant retiring pensions
      or annuities or other allowances, including allowances on death, to any
      person or to the widow or dependants of any person in respect of services
      rendered by him to the Company as Executive Director, manager, or in any
      other office or employment under the Company or indirectly as an officer
      or employee of any subsidiary company of the Company, notwithstanding that
      he may be or may have been a Director of the Company and may make payments
      towards insurances or trusts for such purposes in respect of such persons
      and may include rights in respect of such pensions, annuities and allowances
      in the terms of engagement of any such person. No Director or former Director
      or other person shall be accountable to the Company or the members for any
      benefit provided pursuant to this article and the receipt of any such benefit
      shall not disqualify any person from being or becoming a Director of the
      Company.Provision for employees121
    The Directors may by resolution exercise
      any power conferred by the Companies Acts to make provision for the benefit
      of persons employed or formerly employed by the Company or any of its subsidiaries
      in connection with the cessation or the transfer to any person of the whole
      or part of the undertaking of the Company or that subsidiary.PROCEEDINGS OF THE DIRECTORSMeetings of Directors122
    The Directors may meet for the despatch
      of business, adjourn and otherwise regulate their meetings as they think
      fit. A Director at any time may, and the Secretary on the requisition of
      a Director at any time shall, summon a meeting of the Directors.Notice of meetings123
    Notice of a meeting of the Directors shall
      be deemed to be properly given to a Director if it is given to him personally
      or by word of mouth or sent in writing to him at his last known address
      or any other address given by him to the Company for this purpose. A Director
      absent or intending to be absent from the United Kingdom or the Netherlands
      may request the Directors that notices of Board meetings shall during his
      absence be sent in writing to him at an address given by him to the Company
      for this purpose, but such notices need not be given any earlier than notices
      given to Directors not so absent and if no request is made to the Directors
      it shall not be necessary to give notice of a meeting of the Directors to
      any Director who is for the time being absent from the United Kingdom or
      the Netherlands. A Director may waive notice of any meeting either prospectively
      or retrospectively.In this article references to in writing
      include the use of electronic communications subject to such terms and conditions
      as the Directors may decide.


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Quorum124
    The quorum necessary for the transaction
      of the business of the Directors may be fixed by the Directors and, unless
      so fixed at any other number, shall be two. Subject to the provisions of
      these articles, any Director who ceases to be a Director at a meeting of
      the Directors may continue to be present and to act as a Director and be
      counted in the quorum until the termination of the meeting of the Directors
      if no other Director objects and if otherwise a quorum of Directors would
      not be present.Effect of vacancies in number
      of Directors125
    The continuing Directors or a sole continuing
      Director may act notwithstanding any vacancy in their number but, if and
      so long as the number of Directors is reduced below the minimum number fixed
      by or in accordance with these articles, the continuing Directors or Director,
      notwithstanding that the number of Directors is below the number fixed by
      or in accordance with these articles as the quorum or that there is only
      one continuing Director, may act for the purpose of filling vacancies or
      of summoning general meetings of the Company but not for any other purpose.Power to appoint chairman126
    The Directors may appoint a chairman and
      vice chairman or vice chairmen of their meetings and fix the period for
      which they are respectively to hold office. If no chairman or vice chairman
      is appointed, or if at any meeting neither the chairman nor any vice chairman
      is present within five minutes after the time appointed for holding the
      meeting, the Directors present may choose one of their number to be chairman
      of the meeting.Competence of meetings127
    A meeting of the Directors at which a
      quorum is present shall be competent to exercise all the powers, authorities
      and discretions for the time being vested in or exercisable by the Directors.Voting128
      Questions arising at any meeting shall
        be determined by a majority of votes, except that the powers conferred
        on the Directors by article 98 shall only be exercisable by the decision
        of a majority of the Directors consisting of three-fourths of all the
        Directors for the time being and for this purpose the vote of any Director
        may be given either in person at a meeting of the Directors or (in the
        case of any Director not present at the meeting called for this purpose)
        by notice in writing signed by such Director prior to the holding of such
        meeting. In the case of an equality of votes the chairman of the meeting
        shall have no additional or casting vote.In this article references to in writing
      include the use of electronic communications subject to such terms and conditions
      as the Directors may decide.


Delegation to committees129
    (A)The
      Directors may delegate any of their powers, authorities and discretions
      (with power to sub-delegate) to any committee, consisting of such person
      or persons (whether or not a Director or Directors) as they think fit.(B) Any
      committee so formed shall, in the exercise of the powers, authorities and
      discretions so delegated, conform to any regulations which may be imposed
      on it by the Directors. The meetings and proceedings of any committee consisting
      of two or more members shall be governed by the provisions contained in
      these articles for regulating the meetings and proceedings of the Directors
      so far as the same are applicable and are not superseded by any regulations
      imposed by the Directors.(C) The
      power to delegate contained in this article shall be effective in relation
      to the powers, authorities and discretions of the Directors generally and
      shall not be limited by the fact that in certain articles, but not in others,
      express reference is made to particular powers, authorities or discretions
      being exercised by the Directors or by a committee authorised by the Directors. Delegation
      to Group Chief Executive130
    The Board may entrust to and confer upon
      the Group Chief Executive any of its powers, authorities and discretions
      (with power to sub-delegate) upon such terms and conditions and with such
      restrictions as it thinks fit, and either collaterally with, or to the exclusion
      of, its own powers, authorities and discretions and may from time to time
      revoke or vary all or any of them but no person dealing in good faith and
      without notice of the revocation or variations shall be affected by it.
      The power to delegate contained in this article shall be effective in relation
      to the powers, authorities and discretions of the board generally and shall
      not be limited by the fact that in certain articles, but not in others,
      express reference is made to particular powers, authorities or discretions
      being exercised by the Board or by a committee authorised by the Board.Participation in meetings
      by telephone131
      All or any of the Directors or members
        of any committee may participate in a meeting of the Directors or that
        committee by means of a conference telephone or any communication equipment
        which allows all persons participating in the meeting to hear each other.
        A person so participating shall be deemed to be present in person at the
        meeting and shall be entitled to vote or be counted in a quorum accordingly.
        Such a meeting shall be deemed to take place where the largest group of
        those participating is assembled, or, if there is no such group, where
        the chairman of the meeting then is.


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Resolution in
    writing132
	A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors (if that number is sufficient to constitute a quorum) or by all the members of a committee
for the time being shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of the committee properly called and constituted. The resolution may be contained in one document or in several documents
in like form each signed by one or more of the Directors or members of the committee concerned.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.Validity of acts of Directors or committee 133
	All acts done by the Directors or by any committee or by any person acting as a Director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of
any member of the Directors or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a
Director or member of the committee. Minutes to be
    made134
	The Directors shall cause minutes or records to be made in books provided for the purpose:(a)of the names of the Directors present at each meeting of the Directors or committee of the Directors, and(b)
of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Directors and of any committee of the Directors. SEALSUse of seals135
	The Directors shall provide for the custody of every seal. A seal shall only be used by the authority of the Directors or a committee authorised by the Directors in that behalf pursuant to articles 129 and 130. Subject
as otherwise provided in these articles, any instrument to which the common seal is applied shall be signed by at least one Director and the Secretary or by at least two Directors or by at least two persons for the time being appointed to a
committee authorised by the Directors as aforesaid, and any instrument to which an official seal is applied need not, unless the Directors for the time being otherwise decide or the law otherwise requires, be signed by any person.


DIVIDENDS AND
    OTHER PAYMENTSApplication
    of profits136
	The profits of the Company at any time available for dividend and determined to be distributed by way of dividend for any period shall be applicable in order of priority and manner following:FIRST to the payment of a dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.SECONDLY to the payment of a dividend for such period at the rate of 5 per cent. per annum or at such less rate as may be payable under the provisions of the Trust Deed dated 1st May, 1909, and made between William
Hesketh Lever of the first part, the Company of the second part and Sydney Gross, Robert Barrie, John Lever Tillotson, John Gray and James Lever Ferguson of the third part and Deeds supplemental thereto on the nominal amount of the then issued and
outstanding Preferential Certificates therein mentioned, such dividend to be paid to the Trustees of the said Trust Deed for distribution amongst the holders of such Preferential Certificates.THIRDLY to the payment of a further dividend for such period at the rate of 5 per cent. per annum on the capital paid up or credited as paid up on the Ordinary Shares.FOURTHLY to the payment of a dividend for such period at the rate of 6 per cent. per annum on the capital paid up or credited as paid up on the Deferred Shares.LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares. Declaration of
    dividends137
	Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends to be paid to the members according to their rights and interests in the profits available for
distribution, but no dividend shall be declared in excess of the amount recommended by the Directors, or contrary to the provisions of the Agreement referred to in article 3. Interim dividends138
	The Directors may from time to time, out of accrued or accruing profits, pay to the members such interim dividends as in their judgment the position of the Company justifies.




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Dividends to
    be paid according to amounts paid up on shares139
	Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:(a)all dividends shall be declared and paid according
to the amounts paid up on the shares in
respect of which the dividend is paid, but no amount paid up on a share in advance
of calls
shall be treated for the purposes of this article as paid up on the share,
and(b)
all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. Debts may be
    deducted140
	The Directors may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or
otherwise in respect of shares of the Company. Dividend not
    to bear interest against the Company141
	No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.Payment procedures 142
	Any dividend or any other moneys payable on or in respect of shares may be paid by cheque, warrant or similar financial instrument, or by other means, sent direct to the registered address of the holder or person
entitled thereto or, in the case of joint holders, to the registered address of the holder who is first named in the register, or sent to such person and to such address as the holder or joint holders may in writing direct. Such payment may be sent
through the post or equivalent means of delivery or by such other means, including by electronic media and more specifically, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system, offered by the
Company as the holder or joint holders may in writing agree. Every such cheque, warrant, financial instrument or other form of payment shall be made payable to the person to whom it is sent or to such other person as the holder, or joint holders,
may in writing direct, and payment of the cheque, warrant, financial instrument or other form of payment shall be a good discharge to the Company. Every such payment shall be sent at the risk of the person entitled to the money represented thereby.
Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them.


Unclaimed dividends143
	Any dividend unclaimed after a period of twelve years from the date of declaration of the dividend shall be forfeited and shall revert to the Company and the payment by the Directors of any unclaimed dividend or other
sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it. Dividends in
    specie144
	Any general meeting declaring a dividend may, upon the recommendation of the Directors, by ordinary resolution direct payment or satisfaction of the dividend wholly or in part by the distribution of specific assets,
and in particular of paid up shares or debentures of any other company, and the Directors shall give effect to the direction, and where any difficulty arises in regard to the distribution the Directors may settle it as they think expedient, and in
particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any specific assets to be distributed and may determine
that cash payments shall be made to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any specific assets to be distributed in trustees as may seem expedient to the Directors. CAPITALISATION
    OF PROFITSPower to capitalise profits145
	The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of Ordinary
Shares of the Company who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on Ordinary Shares of the
Company held by those members respectively or in paying up in full unissued Ordinary Shares debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly
in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full unissued Ordinary Shares of
the Company, and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury
shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly.


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Scrip dividends146
	The Directors may, if authorised by an ordinary
resolution of the Company, offer the holders of Ordinary Shares (excluding any
member holding shares as treasury shares) the right to elect to receive Ordinary
Shares,  credited as fully paid, instead of cash in respect of any dividend or
any part of any dividend specified by the ordinary resolution. The
following provisions shall apply:(a)
An ordinary resolution may specify a particular dividend, or may specify alI or any dividends declared within a specified period, but such period may not end later than the expiry of two months following the conclusion
of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.(b)
The entitlement of each holder of Ordinary Shares
to new Ordinary Shares shall be such that
the relevant value of the entitlement shall be as nearly as possible equal to
(but not greater
than) the cash amount that such holder would have received by way of dividend.
For
this purpose relevant value shall be calculated by reference to the
average of the middle market quotations for the Companys Ordinary Shares
on the London Stock Exchange plc as derived from the Daily Official List, on
the day on
which the Ordinary Shares are first quoted ex the relevant dividend
and the four subsequent dealing days, or in such other manner as may be determined
by or in accordance with the ordinary resolution. A certificate or report by
the auditors as to the amount of the relevant value in respect of any dividend
shall be conclusive evidence of that amount.(c)
The Directors, after determining the basis of
allotment, may notify the holders of Ordinary
Shares in writing of the right of election offered to them, and specify the procedure
to be followed
and place at which, and the latest time by which, elections must be lodged in
order to be effective.(d)
The Directors may exclude from any offer any holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for
any other reason the offer should not be made to them.(e)
The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made (the elected Ordinary
Shares) and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time
being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary
Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.


(f)The
        additional Ordinary Shares when allotted shall rank pari passu in all
        respects with the fully paid Ordinary Shares then in issue except that
        they will not be entitled to participate in the relevant dividend.(g)Unless
        the Directors otherwise determine, or unless the Uncertificated Securities
        Regulations and/or the rules of the relevant system concerned otherwise
        require, the new ordinary share or shares which a member has elected
        to receive instead of cash in respect of the whole (or some part) of
        the specified dividend declared in respect of his elected ordinary shares
        shall be in uncertificated form (in respect of the members elected
        ordinary shares which were in uncertificated form on the date of the
        members election) and in certificated form (in respect of the members
        elected ordinary shares which were in certificated form on the date of
        the members election). Settlement of
    difficulties in distribution on capitalisation of profits147
	Where any difficulty arises in regard to any distribution
under the last two preceding articles the Directors may settle the matter as
they think expedient and in particular may issue fractional certificates or
authorise any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct proportion
but not exactly so or may ignore fractions altogether, and may determine that
cash
payments shall be made to any members in order to adjust the rights of all parties,
as may seem expedient to the Directors. The
Directors may authorise any person to enter into an agreement with the Company
on behalf of the persons entitled to participate
in the distribution providing for the allotment to them respectively of any shares,
debentures or other obligations of the Company to which they are entitled on
the capitalisation and the agreement shall be binding on those persons. RECORD DATES
    AND ACCOUNTING RECORDSRecord dates148
	Notwithstanding any other provision of these articles the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time
before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date. Directors to
    keep proper accounts149
	The Directors shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Companys affairs and to show and explain its transactions, in accordance with the Companies
Acts.




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Inspection of
    records150
	The accounting records shall be kept at the office or, subject to the provisions of the Companies Acts, at such other place or places as the Directors may think fit and shall always be open to inspection by the
officers of the Company. No member in his capacity as such shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by ordinary resolution of the
Company. SERVICE OF NOTICES
    AND OTHER DOCUMENTSService of notices151
	Any notice or document (including a share certificate)
may be served on, sent or delivered to any member by the Company either personally
or by sending it through the post addressed to the member at his registered
address or by leaving it at that address addressed to the member or by means
of a relevant system or, where appropriate, by sending it using electronic communications
to an address for the time being notified by the member concerned to the Company

for that purpose or by publication on a website in accordance with the Companies
Acts or in any other manner provided by these articles. In the case of joint
holders of a share, service, sending or delivery of any notice or document on
or to one of  the joint holders shall for all purposes be deemed a sufficient
service on or sending or delivery to all the joint holders. If on three consecutive
occasions a notice to a member has been returned undelivered, such member shall
not thereafter be
entitled to receive notices from the Company until he shall have communicated
with the Company and supplied to the Company (or its agent) a new registered
address, or a postal address within the United Kingdom for the service of notices,
or shall  have informed the Company, in such manner as may be specified by the
Company, of an address for the service of notices by electronic communications. For
these purposes, a notice sent by post shall be treated as returned undelivered
if the notice is sent back to the Company
(or its agent), and a notice sent by electronic communications shall be treated
as returned undelivered if the Company (or its agent) receives notification that
the notice was not delivered to the address to which it was sent. Members resident
    abroad152
	Any member whose registered address is not within the United Kingdom or some other part of Europe or any holder of a share warrant and who gives to the Company a postal address within the United Kingdom at which
notices may be served upon him shall be entitled to have notices served on or sent or delivered to him at that address. Any member whose registered address is not within the United Kingdom and who gives to the Company an address for the purposes of
electronic communications may, at the absolute discretion of the Board, be entitled to have notices or documents served upon, or delivered to, him at that address. Otherwise, a member whose registered address is not within the United Kingdom, shall
not be entitled to receive any notice or other document from the Company.


When notice deemed
    served153
	Any notice or document, if sent by post, shall be deemed to have been served or delivered on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove
that the notice or document was properly addressed, stamped and put in the post. Any notice or document not sent by post but left at a registered address (other than an address for the purposes of electronic communications) shall be deemed to have
been served or delivered on the day it was so left. Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its
behalf sends the issuer-instruction relating to the notice.Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic
communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. Service of notice
    to person entitled by transmission154
	Where a person is entitled by transmission to
a share, any notice or document shall be served upon or delivered to him, and
any dividend or other sum payable in cash in respect of the share may be paid
to him, as if he  was the holder of that share and his address noted in the register
was his registered address. A person who is entitled by transmission to a share,
upon supplying the Company with an address for the purposed of the electronic
communication for the
service of notices, may, at the absolute discretion of the Directors, have sent
to him at such address any notice or document to which he would have been entitled
if he were the holder of that share. Except
where there is a person entitled by transmission to a share, any notice or document
served on or delivered to any member pursuant
to these articles shall, notwithstanding that the member is then dead or bankrupt
or that any other event giving rise to the transmission of the share by operation
of law has occurred and whether or not the Company has notice of the death, bankruptcy
or other event, be deemed to have been properly served or delivered in respect
of any share registered in the name of that member as sole or joint holder unless,
before the day of posting (or, if it is not sent by post, before the day of service
or delivery) of the notice or document, his name has been removed from the register
as the holder of the share. Service or delivery in the foregoing manner shall
be deemed for all purposes a sufficient service or delivery of the notice or
document on all persons interested (whether jointly with or as claiming through
or
under that member) in the share.




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Notice given
    by advertisement155
	(A)If at any time by reason of the suspension or curtailment of postal services or of the relevant electronic communication system within the United Kingdom the Company is
unable effectively to convene a general meeting by notice sent through the post or by electronic communications, a general meeting may be convened by notice advertised in at least two daily newspapers with a national circulation in the United
Kingdom and in that event the notice shall be deemed to have been served on all members and persons entitled by transmission who are entitled to have notice of the meeting served upon them on the day when the advertisement appears. If at least six
clear days prior to the meeting the posting of notices or sending by electronic communications to addresses through the United Kingdom has again become practicable, the Company shall send confirmatory copies of the notice by post or by electronic
communications to the persons entitled to receive them.(B)Any notice to the bearer of a warrant or to any other person who holds or is interested in shares in the Company in bearer form or any related coupons or talons shall be
sufficiently given if advertised in at least two daily newspapers with a national circulation in the United Kingdom and any such notice shall be deemed given on the day when the advertisement appears. DESTRUCTION
    OF DOCUMENTSConsequences
    of destruction of documents156
	If the Company destroys(a)
any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation or(b)
any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period of two years has elapsed from the date the
instruction or notification was recorded by the Company or(c)
any instrument of transfer of shares which has
been registered at any time after a period
of six years
has elapsed from the date of registration or(d)
any other document on the basis of which any entry
is made in the register at any time after a period of six years has elapsed from
the date the entry was first made in the register in respect of it, and the Company
 destroys the document in good faith and without express notice that its preservation
was relevant to a claim, it shall be presumed irrebuttably in favour of the Company
that every share certificate so destroyed was a valid certificate and was
properly cancelled, that every instrument of transfer so destroyed was a valid
and effective instrument of transfer and was properly registered and that every
other document so destroyed was a valid and effective document and that any particulars
of  it which are recorded in the books or records of the Company were correctly
recorded. Nothing contained in this article
shall be construed as imposing upon the Company any liability by reason only
of the destruction


of any document
      of the kind mentioned above before the relevant period mentioned in this
      article has elapsed or of the fact that any other condition precedent to
      its destruction mentioned above has not been fulfilled. References in this
      article to the destruction of any document include references to its disposal
    in any manner.WINDING-UPOrder of priority
    in winding-up157
	If the Company shall be wound-up, the assets available for distribution amongst the members (excluding any member holding shares as treasury shares) shall be applied first in repaying to the holders of the Ordinary
Shares and Deferred Sharespari passuthe capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the
holders of the Ordinary Shares. Distribution
    of assets in specie158
	If the Company commences liquidation, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Companies Acts, but subject to the special rights attached to
any class,(a)
divide among the members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and, for that purpose, set such values as he deems fair upon any
property to be divided and(b)
vest the whole or any part of the assets in trustees
upon such trusts for the benefit of the contributories as the liquidator,
with
the like sanction, shall think fit but
no member shall be compelled to accept any shares or other assets upon which
there is any liability. INDEMNITYIndemnification
    of Directors159
	Subject to the provisions of the Companies Acts, the Company may indemnify any Director against any liability and may purchase and maintain for any Director insurance against any liability. For the purpose of this
article the term Director shall include any former Director of the Company.




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|                             
|-----------------------------
|Special and other Resolutions
|                             
|                             
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At an Extraordinary General Meeting of the Company duly convened and held on the 18th day of June, 1931, the following Resolution was duly passed:

|          
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|Resolution
|          
|          
|          
|          



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






At a separate General Meeting of the Ordinary
    Stockholders of the Company duly convened and held on the 12th day of July,
    1951, the following Resolution was duly passed:

|          
|----------
|Resolution
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|          
|          
|          

Thatthis separate General Meeting of the holders of the issued 13,694,008 Ordinary Shares of £1 each in the capital of Lever Brothers & Unilever Limited (now
represented by £13,694,008 Ordinary Stock) hereby, in pursuance of Article 3 of the Companys Articles of Association, sanctions the modification of the terms of the Agreement dated the 28th day of June, 1946, between Lever Brothers &
Unilever N.V. of the one part and the Company


of the other part (being the Agreement referred to in the said Article 3) in manner provided by a Supplemental Agreement in the terms of the draft produced to this Meeting and, for the purpose of identification
subscribed by the Chairman thereof, and authorises the Directors of the Company to enter into and carry into effect such Supplemental Agreement.




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At an Extraordinary General Meeting of the Company duly convened and held on the 27th day of October, 1961, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution
respectively:

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|Resolutions
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|           
|           
|           

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


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




At the Annual General Meeting of the Company
    duly convened and held on the 17th day of May, 1978, the following Resolution
    was duly passed:

|          
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|Resolution
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|          
|          
|          

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






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At a Meeting of the Directors duly convened and held on the 9th day of April, 1981, the following Resolution was duly passed:

|          
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|Resolution
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|          
|          
|          

That(1)
	Pursuant to Section 8 of the Companies Act, 1980 the Company be re-registered as a public company.(2)
	The Memorandum of Association of the Company be altered in manner following:(a)
	By deleting Clause 1 and substituting therefor the following clause:1 The name of the Company is Unilever PLC.


(b)
	By adding after Clause 1 the following Clause 1a:1a The Company is to be a public company.(c)
	By deleting Clause 2 and substituting therefor the following clause:2 The registered office of the Company will be situated in England and Wales.




At the Annual General Meeting of the Company duly convened and held on the 18th May, 1983, the following Resolution was duly passed as a Special Resolution:

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|Resolution
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|          
|          
|          

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



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At the Annual General Meeting of the Company duly convened and held on the 20th May, 1987, the following Resolutions were duly passed as an Ordinary Resolution and a Special Resolution respectively:

|           
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|Resolutions
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|           
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|           

|                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Thatwith
          effect from and including 29th June, 1987, the 544,702,728 Ordinary
          Shares of 25p each in the capital of the Company be sub-divided into
    2,723,513,640 Ordinary Shares of 5p each. |  | Thatwith
        effect from and including 29th June, 1987, the draft regulations contained
        in the printed document submitted to the meeting and for the purposes
        of identification signed by the Chairman thereof, be approved and adopted
        as the Articles of Association of the Company in substitution for and
    to the exclusion of all existing Articles thereof.
|                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                 

At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1989, the following Resolutions were duly passed as Special Resolutions:

|           
|-----------
|Resolutions
|           
|           
|           
|           
|           

Thatthe
    Articles of Association of the Company be altered as follows:(a)
	by deleting in article 2 the words, Preference Shares. includes Preferred Ordinary Shares;(b)
	by deleting in article 3 the second and third sentences and substituting therefor the following:No modification of the terms of the said Agreement shall be made without the previous sanction of(a) an ordinary resolution of the Company in general meeting;
and(b) an ordinary resolution passed at a separate general meeting
of the holders of the Ordinary Shares.The provisions of article 11 shall apply to the separate general meeting hereinbefore mentioned, except only that the quorum necessary for the said meeting shall be the holders of a majority in nominal value of the
Ordinary Shares present in person or by proxy, but so that if at any


adjourned separate general meeting of the holders of the Ordinary Shares such quorum be not present, those of such holders who are present in person or by proxy shall be a quorum.;(c)
	by deleting article 5 and substituting therefor the following:5
  Subject to the provisions of the Companies Acts
and to any rights conferred on the holders of any class of shares, any share
may be issued which is to be redeemed, or is to be liable to be redeemed at the
option of the Company or the holder, on such terms and in such manner as may
be provided by these articles.;(d)
	by deleting article 9 and substituting therefor the following:9
  (i) On the 3rd May, 1989
    the authorised capital of the Company is £136,275,682, divided as follows:
    2,723,513,640 Ordinary Shares of 5p each.100,000 Deferred Shares of £1 each,
      all of which have been issued and are now represented by £100,000
    Deferred Stock.




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(ii) The Ordinary Shares of 5p each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 135
hereof.;(e)
	by deleting in article 10 all sentences save the last;(f)
	by deleting in article 11 paragraph (D) and substituting therefor the following:(D)Subject as
      aforesaid the rights and privileges attached to any class shall for the
      purposes of this article not be deemed to be modified unless the modification
      prejudicially affects such rights or privileges.;(g)
	by deleting in article 58 the last sentence;(h)
	by deleting in article 67 the words one-tenth of the issued Preference Shares or;(i)
	by deleting in article 117 the words and an extraordinary resolution passed at a separate general meeting held in manner provided by article 11 of the holders of the whole of the Preference and Preferred Ordinary
Shares (which for this purpose shall be deemed to constitute a single class);(j)
	by deleting article 135 and substituting therefor the following:135
  The profits of the Company at any time available
      for dividend and determined to be distributed by way of dividend for any
      period shall be applicable
    in order of priority and manner following:FIRST to the payment of a dividend for such
      period at the rate of 5 per cent. per annum on the capital paid up or credited
    as paid up on the Ordinary Shares.SECONDLY to the payment of a dividend for
      such period at the rate of 5 per cent. per annum or at such less rate as
      may be payable under the provisions of the Trust Deed dated 1st May, 1909,
    and made betweenWilliam Hesketh Lever of the first part,
      the Company of the second part and Sydney Gross, Robert Barrie, John Lever
      Tillotson, John Gray and James Lever Ferguson of the third part and Deeds
      supplemental thereto on the nominal amount of the then issued and outstanding
      Preferential Certificates therein mentioned, such dividend to be paid to
      the Trustees of the said Trust Deed for distribution amongst the holders
    of such Preferential Certificates.THIRDLY to the payment of a further dividend
      for such period at the rate of 5 per cent. per annum on the capital paid
    up or credited as paid up on the Ordinary Shares.


FOURTHLY to the payment of a dividend for
	    such period at the rate of 6 per cent. per annum on the capital paid up or
	    credited as paid up on the Deferred
	    Shares.LASTLY the surplus after making the payments aforesaid shall be applied to the payment of an additional dividend on the capital paid up or credited as paid up on the Ordinary Shares.;(k)
	by deleting in article 137 the words the preferential dividends on their Preference Shares for the time being, and also; and(I)
	by deleting article 156 and substituting therefor the following:156
	If the Company shall be wound-up, the assets available for distribution amongst the members shall be applied first in repaying to the holders of the Ordinary Shares and Deferred Shares pari passu the capital paid or credited as paid up thereon respectively and any balance of such assets then remaining shall belong to the holders of the Ordinary Shares.Thatthe Articles of Association of the Company be altered by deleting in article 145(a) the word beginning and substituting therefor the words expiry of two months following the conclusion.Thatthe
      Articles of Association of the Company be altered by deleting article 117
      and substituting therefor the following:117
	(A)The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities but shall restrict the Borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries with a view to securing that Borrowings shall not at any time without the previous sanction of an ordinary resolution of the Company in general meeting exceed an amount equal to three times the Adjusted Capital and Reserves of the Company.(B)For the purposes of this article(i) Borrowings means the aggregate principal amount for the time being remaining outstanding of all borrowings of the Company and its subsidiaries, whether secured or unsecured, but excluding:(a) borrowings by the Company from any subsidiary(b) borrowings by any subsidiary from another subsidiary or from the Company




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(c) borrowings by any subsidiary in its
        capacity as a trustee of any pension or other fund for the benefit of
    employees(d) borrowings of a company which becomes
        a subsidiary hereafter for a period of twelve months from the date it
    becomes a subsidiaryand deducting therefrom an amount equal
    to:(e) the principal amount of any obligations,
        whether secured or unsecured, issued by the Company or any subsidiary
        the proceeds of which are intended to be used within six calendar months
        in repayment of other borrowings of the Company or such subsidiary then
    outstanding, and(f) all cash deposits, certificates of
        deposit and securities of governments and companies and similar instruments
    owned by the Company or any of its subsidiaries.(ii) Adjusted Capital and Reserves means
    the aggregate of:(a) the amount paid up or credited as
    paid up on the issued share capital of the Company,(b) the amounts standing to the credit
        of the capital and revenue reserves, including share premium account,
        plus the balance at the credit of profit and loss account (or minus the
        amount, if any, standing to the debit
of such account), and(c) the amounts standing as attributed
    to outside interests.all as shown in the latest published
        audited consolidated accounts of the Company and its subsidiaries Provided
        always that appropriate adjustments shall be made in respect of any variation
        in the paid up share capital or in the share premium account of the Company
        since the date of such audited accounts and Provided Further that in
        arriving at the said aggregate there shall be added back amounts equal
    to:


(d) the premium arising on consolidation
        of acquired subsidiaries, associated companies and businesses which,
        as at the date of calculation, have been written off against the consolidated
        reserves of the Company and its subsidiaries in accordance with United
        Kingdom accounting practices provided that the Company shall not have
        sold its interest in such subsidiaries, associated companies and businesses
        at the date of calculation, less a sum equal to amortisation of such
    premiums over 40 years on a straight line basis.(e) any provision made for deferred taxation
        in excess of the amount required to be provided by United Kingdom accounting
    practices.(C)The
        determination of the auditors as to the amount of Borrowings and Adjusted
        Capital and Reserves shall be conclusive and binding on all concerned
        and for the purposes of their computation the auditors may make such
        other adjustments as they deem fit. Nevertheless, for the purposes of
        this article the Directors may at any time act in reliance on abona
        fideestimate of the said aggregates and if the limit herein
        contained is inadvertently exceeded, the amount borrowed in excess of
        the limit shall be disregarded until the expiration of 182 days after
        the date on which the
Directors became aware that the situation had arisen.No debt incurred or security given in
        respect of moneys borrowed or secured in excess of the limit hereby imposed
        shall be invalid or ineffectual except in the case of express notice
        at the time the debt was incurred or the security given that the limit
    hereby imposed had been or was thereby exceeded.




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At the Annual General Meeting of the Company duly convened and held on the 4th May, 1994, the following Resolutions were duly passed as Special Resolutions:

|           
|-----------
|Resolutions
|           
|           
|           
|           
|           

Thatthe Articles of Association of the Company be and are hereby altered as follows: (a)
	by deleting in Article 110(F) and (ix) the Agreement referred to in Article 3 or any matters arising thereout and substituting therefor the following:(ix) any contract for the purchase or maintenance for any Director or Directors of insurance against any liability, and(x) the Agreement referred to in Article 3 or any matters arising thereout.(b)
	by deleting Article 158 and substituting therefor the following: 158. Indemnity of OfficersSubject
to the provisions of the Companies Acts, the Company may indemnify any Director
or other officer against any liability and may purchase and maintain for any
Director or other officer or auditor insurance against any liability. Subject
to these provisions, but without prejudice to any indemnity to which the person
concerned may otherwise be entitled, every Director or other officer of the Company
shall be indemnified, and if the Directors so
determine an auditor may be indemnified, out of the assets of the Company against
any liability incurred by him as a Director or other officer of the Company,
or as auditor, in defending any proceedings (whether civil or criminal) in which
judgment is given in his favour or in which he is acquitted or in connection
with any application under the Companies Acts in which relief from liability
is granted to him by the court.


Thatthe Articles of Association of the Company be and are hereby altered by deleting Article 127 and substituting therefor the following: 127. Delegation to
    Committees(A)
	The Directors may delegate any of their powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether or not a Director or Directors) as they think
fit.(B)
	Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Directors. The meetings and proceedings of any
committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations
imposed by the Directors.(C)
	The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the Directors generally and shall not be limited by the fact that in certain articles, but
not in others, express reference is made to particular powers, authorities or discretions being exercised by the Directors or by a committee authorised by the Directors.




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At the Annual General Meeting of the Company duly convened and held on the 3rd May, 1995, the following Resolutions were duly passed as Special Resolutions:

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|-----------
|Resolutions
|           
|           
|           
|           
|           

Thatthe Articles of Association of the Company be and are hereby altered as follows: (a)
  by deleting Article 14 and
    substituting therefor the following:Execution
    of share certificates14
	Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of
shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic
but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.(b)
  by deleting Article 128 and substituting
    therefor the following:Participation in meetings
    by telephone128
  All or any of the Directors or members
      of any committee may participate in a meeting of the Directors or that
      committee by means of a conference telephone or any communication equipment
      which allows all persons participating in the meeting to hear each other.
      A person so participating shall be deemed to be present in person at the
      meeting and shall be entitled to vote or be counted in a quorum accordingly.
      Such a meeting shall be deemed to take place where the largest group of
      those participating is assembled, or, if there is no such group, where
    the chairman of the meeting then is.(c)
  by deleting Article 141 and substituting
    therefor the following:Payment procedures141
  Any dividend or any other moneys payable
      on or in respect of shares may be paid by cheque, warrant or similar financial
      instrument, or by other means, sent direct to the registered address of
      the holder or person entitled thereto or, in the case of joint holders,
      to the registered address of the holder who is first named in the register,
      or sent to such person and to such address as the holder or joint holders
      may in writing direct. Such payment may be sent through the post or equivalent
      means of delivery or by such other means, including by electronic media,
      offered by the Company as the holder or joint holders may in writing agree.
      Every such cheque, warrant, financial instrument or other form of payment
    shall be made payable to the


person to whom it is sent or to such other
        person as the holder, or joint holders, may in writing direct, and payment
        of the cheque, warrant, financial instrument or other form of payment
        shall be a good discharge to the Company. Every such payment shall be
        sent at the risk of the person entitled to the money represented thereby.
        Any one of two or more joint holders may give effectual receipts for
        any dividends or other moneys payable or property distributable in respect
    of the shares held by them.Thatthe
    Articles of Association of the Company be and are hereby altered as follows:(a)
    by deleting Article 57 and substituting
    therefor the following:Cessation of sending
    dividend payments57
    The Company may cease to send any cheque
        or warrant or other financial instrument through the post or employ any
        other means of payment for any dividend payable on any shares in the
        Company which is normally paid in that manner on those shares if either
        (a) in respect of at least two consecutive dividends payable on those
        shares the cheques or warrants or other financial instruments have been
        returned undelivered or remain uncashed or that means of payment has
        failed or (b) following one such occasion reasonable enquiries have failed
        to establish any new address of the registered holder. Subject to the
        provisions of these articles, the Company may recommence sending cheques
        or warrants or other financial instruments or employing such means in
        respect of dividends payable on those shares if the holder or person
    entitled by transmission requests such recommencement in writing.




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(b)
	by deleting Article 134 and substituting therefor the following:Use of seals134
  The Directors shall provide for the custody
      of every seal. A seal shall only be used by the authority of the Directors
      or a committee authorised by the Directors in that behalf pursuant to Article
      127. Subject as otherwise provided in these articles, any instrument to
      which the common seal is applied shall be signed by at least one Director
      and the Secretary or by at least two Directors or by at least two persons
      for the time being appointed to a committee authorised by the Directors
      as aforesaid, and any instrument to which an official seal is applied need
      not, unless the Directors for the time being otherwise decide or the law
    otherwise requires, be signed by any person.Thatthe
    Articles of Association of the Company be and are hereby altered as follows:(a)
  by deleting Article 75 and substituting
    therefor the following:Adjournments and notice
    of adjournment75
  (A)The
      chairman may at any time without the consent of the meeting adjourn any
      meeting (whether or not it has commenced or a quorum is present) eithersine dieor
      to another time or place where it appears to him that (a) the members wishing
      to attend cannot be conveniently accommodated in the place appointed for
      the meeting or (b) the conduct of persons present prevents or is likely
      to prevent the orderly continuation of business or (c) an adjournment is
      otherwise necessary so that the business of the meeting may be properly
      conducted. In addition, the chairman may at any time with the consent of
      any meeting at which a quorum is present (and shall if so directed by the
      meeting) adjourn the meeting eithersine
      dieor to another time or place.
      When a meeting is adjournedsine
      diethe time and place for the
    adjourned meeting shall be fixed by the Directors. No business shall be transacted at any adjourned
    meeting except business which might properly have been transacted at the
    meeting had the adjournment not taken place.(B)When
      a meeting is adjourned for three months or more, orsine
      die, notice of the adjourned
      meeting shall be given as in the case of an original meeting. Except where
      these articles otherwise require, it shall not be necessary to give any
      notice of an adjourned meeting or of the business to be transacted at an
      adjourned
meeting.


(b)
	by deleting Article 76 and substituting therefor the following:Security
    and other arrangements at general meetings76
  The Directors may direct that members or
      proxies wishing to attend any general meeting should submit to such searches
      or other security arrangements or restrictions as the Directors shall consider
      appropriate in the circumstances and shall be entitled in their absolute
      discretion to refuse entry to such general meeting to any member or proxy
      who fails to submit to such searches or to otherwise comply with such security
    arrangements or restrictions.In the case of any general meeting the
      Directors may, notwithstanding the specification in the notice of the place
      of the general meeting (the Principal Place) at which the chairman
      of the meeting shall preside, make arrangements for simultaneous attendance
      and participation at other places by members and proxies entitled to attend
      the general meeting but excluded from the Principal Place under the provisions
    of this article.Such arrangements for simultaneous attendance
      at the meeting may include arrangements regarding the level of attendance
      at the other places provided that they shall operate so that any members
      and proxies excluded from attendance at the Principal Place are able to
      attend at one of the other places. For the purpose of all other provisions
      of these articles any such meeting shall be treated as being held and taking
    place at the Principal Place.The Directors may, for the purpose of facilitating
      the organisation and administration of any general meeting to which such
      arrangements apply, from time to time make arrangements, whether involving
      the issue of tickets (on a basis intended to afford to all members and
      proxies entitled to attend the meeting an equal opportunity of being admitted
      to the Principal Place) or the imposition of some random means of selection
      or otherwise as they shall in their absolute discretion consider to be
      appropriate, and may from time to time vary any such arrangements or make
      new arrangements in their place and the entitlement of any member or proxy
      to attend a general meeting at the Principal Place shall be subject to
      such arrangements as may be for the time being in force whether stated
      in the notice of the meeting to apply to that meeting or notified to the
    members concerned subsequent to the provision of the notice of the meeting.




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At the Annual General Meeting of the Company duly convened and held on the 6th May, 1997, the following Resolution was duly passed as a Special Resolution:

|          
|----------
|Resolution
|          
|          
|          
|          
|          

Thatthe Articles of Association of the Company be and are hereby altered as follows: (a)
	by amending Article 2:(i)
	by adding the following definitions:(a)
	 certificated share means a share which is not an uncertificated share;(b)
	 anticipating class means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;(c)
	 uncertificated share means a share of a class which is for the time being a participating class title to which is recorded on the register as being held in uncertificated form;the Uncertificated Securities Regulations means The Uncertificated Securities Regulations 1995 as amended from time to time and any provisions of or under the Companies Acts (including any orders,
regulations or other subordinate legislation made thereunder) which supplement or replace such Regulations;(ii)
	by inserting the words or the Uncertificated Securities Regulations between the words Companies Acts and in force in the penultimate paragraph.(b)
	by deleting the heading CERTIFICATES before Article 12 and substituting therefor the following:Evidence of Title to
    Shares(c)
  by deleting Article 12 and substituting
    therefor the following:Uncertificated shares12.1
  (A)Pursuant
      and subject to the Uncertificated Securities Regulations, the Directors
      may permit title to shares of any class to be evidenced otherwise than
      by a certificate and title to shares of such a class to be transferred
    by means ofa    relevant system and may make arrangements
    for a class of shares (if all shares of that class are in all respects identical)
    to become a participating class. Title to shares of a
    particular class may only be evidenced otherwise than by a
    certificate where that class of shares is for the time being a
    participating class. The Directors may also, subject to    compliance with
    the Uncertificated Securities Regulations and the rules of any relevant system,
    determine at any time


that title to any class of shares may
        from a date specified by the Directors no longer be evidenced otherwise
        than by a certificate or that title to such a class shall cease to be
        transferred by means of any particular relevant system. For the avoidance
        of doubt, shares which are uncertificated shares shall not be treated
        as forming a class which is separate from certificated shares with the
    same rights.(B)In
        relation to a class of shares which is, for the time being, a participating
        class and for so long as it remains a participating class, no provision
        of these articles shall apply or have effect to the extent that it is
    inconsistent in any respect with:(i)
      the holding of shares of that class in uncertificated form;(ii)
      the transfer of title to shares of that class by means of a relevant system; and(iii) any provision of the Uncertificated
    Securities Regulations.(C)Shares
        of a class which is for the time being a participating class may be changed
        from uncertificated to certificated form, and from certificated to uncertificated
        form, in accordance with and subject as provided in the Uncertificated
        Securities Regulations and the rules of any relevant system, and the
        Directors shall record on the register of members that the shares are
        held in certificated or uncertificated
form as appropriate.Certificated shares12.2
    Subject to the provisions of the Uncertificated
        Securities Regulations, the rules of any relevant system and these articles,
        every person (except a person to whom the Company is not by law required
        to issue a certificate) whose name is entered in the register as a holder
        of any certificated shares shall be entitled, without payment, to receive
    within two months after allotment or lodgment of a
    transfer to him of the shares or within two months after    the relevant
    Operator-instruction is received by the Company (or within such other period
    as the terms of issue shall provide) one certificate for all the shares of
    any one class or several certificates each for one or more of the shares
    of the class in question upon payment for every certificate after the first
    of such reasonable out-of-pocket expenses as the Directors may from time
    to time decide. In the case of a
    certificated share held jointly by several persons, delivery of a certificate
    to one of several joint holders shall be sufficient delivery to all. A member
    who has transferred some of the shares comprised in his holding shall be
    entitled to a certificate for the balance without charge.




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(d)
  by deleting Article 34 and substituting
    therefor the following:Transfer34
	Subject to such of the restrictions of these articles as may be applicable:(i)
any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any
relevant system, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a
certificate for the share to be transferred; and(ii)
any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. (e)
	by amending Article 35 by inserting the following words:(i)
certificated between the words a and share in
thefirst
line;(ii)
concerned between the words share and until in
the
third line.(f)
	by deleting the sub-heading before Article 36 and substituting therefor the following:Right to decline to register transfer
    of partly paid shares(g)
  by deleting Article 37 and substituting
    therefor the following: Further rights to decline to register
    transfer37
	(A)The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in
the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.(B)The Directors may decline to register any transfer of a certificated share unless:(i) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the
transferor to make the transfer,(ii) the instrument of transfer is in respect of only one class of share, and(iii) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.


(h)
	by amending Article 38 by inserting the following words:or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received between the words lodged and send in the second
line.(i)
	by amending Article 39 by deleting the word other in the first line.(j)
	by deleting Article 42 and substituting therefor the following:Election of person entitled by
    transmission42
  Any person entitled by transmission to
      a share may, subject as provided elsewhere in these articles, elect either
      to become the holder of the share or to have some person nominated by him
      registered as the holder. If he elects to be registered himself, he shall
      give notice to the Company to that effect. If he elects to have another
    person registered, he shall transfer title to the share to that person.
      All the provisions of these articles relating to the transfer of shares
      shall apply to the notice or transfer as if the death or bankruptcy of
      the member or other event giving rise to the transmission had not occurred
      and the notice or transfer was given or executed by the member.(k)
  by deleting the sub-heading before Article
    55 and substituting therefor the following: Issue of shares on surrender
    of share warrants(l)
	by amending Article 56:(i)
	by the addition of a new sub-paragraph:(i) the shares are in certificated form,The former sub-paragraphs (i) to (v) become sub-paragraphs(ii) to
(vi).(ii)
	by inserting the following words:(a)
either in certificated or uncertificated
formbetween the words issue and throughout in
the first line of the former sub-paragraph (i);(b)
or by the transfer of funds by means of
arelevant system between the words shares and at in
the fourth line of the former sub-paragraph (ii).(m)
	by amending Article 57 by inserting the following words:(i)
	including by means of a relevant system, between the words payment and for in the second line;(ii)
	or account between the words address and of in the eighth line;(iii)
	other between the words such and means in the tenth line.




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(n)
	by deleting Article 70 and substituting therefor the following:Omission or non-receipt of notice70
	The accidental omission to give any notice of
a meeting or
the accidental omission to send any document relating
to any
meeting, or the non-receipt of any such notice
or document,
by any person entitled to receive the notice or
document shall
not invalidate the proceedings at that meeting.(o)
	by amending Article 141 by inserting the following words:and more specifically, in respect of uncertificated
shares, by
means of the facilities and requirements of a
relevant system
between the words media and offered in the seventh line.(p)
	by amending Article 145 by the addition of a new sub-paragraph:(g) Unless the Directors otherwise determine,
or unless the
Uncertificated Securities Regulations and/or the
rules of the
relevant system concerned otherwise require, the
new
ordinary share or shares which a member has elected
to
receive instead of cash in respect of the whole
(or some
part) of the specified dividend declared in respect
of his
elected ordinary shares shall be in uncertificated
form (in
respect of the members elected ordinary
shares which were
in uncertificated form on the date of the members
election)
and in certificated form (in respect of the members
elected
ordinary shares which were in certificated form
on the date
of the members election).


(q)
	by amending Article 147 by the addition of a final sentence:The power to fix any such record date shall include the power to fix a time on the chosen date.(r)
	by amending Article 150:(i)
	by deleting the word other where it occurs in the first and sixth lines;(ii)
	by inserting the following words:or by means of a relevant system between the words member and or in the fourth line.(s)
	by amending Article 152:(i)
	by deleting the word other where it occurs in the first and fifth lines;(ii)
	by the addition of a final sentence:Any notice served or delivered by the Company by means of a relevant system shall be deemed to have been served or delivered when the Company or any sponsoring system participant acting on its behalf sends the
issuer-instruction relating to the notice.(t)
	by amending Article 153 by deleting the word other where it occurs in the first and sixth lines.


|                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|At an Extraordinary General Meeting of
        the Company duly convened and held on the 22nd September, 1997, the following
        Resolutions were duly passed as an Ordinary Resolution and a Special
    Resolution respectively:
|                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                       
|Resolutions                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                       

Thateach Ordinary Share of 5p nominal value in the capital of the Company, whether issued or unissued, be sub-divided into four Ordinary Shares of 1.25p each, such
sub-division to be subject to, and to take effect simultaneously with, the admission of the Ordinary Shares of 1.25p each to the Official List of the London Stock Exchange on 13 October 1997, or such later date as the Directors may
determine. That, conditional upon the passing of Resolution 1 above, subject to and with effect from the admission of the Ordinary Shares of 1.25p each to the Official List of the
London Stock Exchange on 13 October 1997, or such later date as the Directors may determine, the Articles of Association of the Company be and are hereby altered as follows:


(a)
	by deleting Article 9 and substituting therefor the following:9
	(i)
	On 13 October, 1997 the authorised capital of
the Company is £136,275,682, divided as follows:10,894,054,560 Ordinary Shares of 1.25p each
100,000 Deferred Shares of £1 each, all of
which
have been issued and are now represented by
£100,000 Deferred Stock.(ii)
	The Ordinary Shares of 1.25p each and the Deferred
Shares of £1 each shall respectively confer
on the
holders thereof the right to receive dividends
in
accordance with the provisions of article 135 hereof.(b)
	by amending Article 83 by substituting 1.25p for 5p in
the third line.




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At the Annual General Meeting of the Company duly convened and held on the 4 May 1999, the following Resolution was duly passed as a Special Resolution:

|           
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|           
|Resolutions
|           
|           
|           
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|           

That,conditional upon the admission of the issued New Ordinary Shares (as defined below) to the Official List of London Stock Exchange Limited becoming effective, on
listing of the Companys new American Depositary Receipts arising on consolidation on the New York Stock Exchange, on the resolutions in relation to the payment of a special dividend and a share capital consolidation by Unilever N.V. to be
proposed at the meeting of shareholders of Unilever N.V. to be held on the same day as this meeting in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification being passed, on the new
Unilever N.V. ordinary shares arising as a result of the consolidation referred to in such resolutions being admitted to listing on the Amsterdam Stock Exchange and on the New York Stock Exchange and on the new Unilever N.V. depositary receipts
arising as a result of such consolidation being admitted to listing on the Amsterdam Stock Exchange: (a)
	the part of the final dividend which comprises the special dividend of 66.13p for each Ordinary Share to be paid to Ordinary Shareholders shown on the register as holders of Ordinary Shares at the close of business on
7 May 1999 and as described in the circular to Ordinary Shareholders produced to the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification be and is hereby declared;(b)
	(i) each issued and each authorised but unissued Ordinary Share of 1.25p in the capital of the Company (Existing Ordinary Share) be and is hereby sub-divided into 100 Ordinary Shares of 0.0125p each in the
capital of the Company (Intermediate Ordinary Shares);(ii)
immediately thereafter every 112 of the issued
Intermediate Ordinary Shares be and are hereby consolidated into one new ordinary share of 1.4p in the capital of the Company (a New Ordinary Share) on terms that fractional entitlements to such New
Ordinary Shares shall be aggregated and sold and the proceeds of sale distributed in due proportion amongst those members entitled; and(iii)
immediately thereafter, every 112 of the authorised
but
unissued Intermediate Ordinary Shares be and are hereby consolidated into one New Ordinary Share;


(c)
    the Companys Articles
        of Association be
and are hereby amended by deleting Article
9 and substituting
therefor the following:Capital9
    (i)
    On 10 May, 1999 the authorised capital
        of the Company is £136 275
        682, divided as follows: 9 726
        834 428 Ordinary Shares of 1.4p each. 100
        000 Deferred Shares of £1 each, all of
which have been issued and are now represented
by £100 000 Deferred Stock.(ii)
    The Ordinary Shares of 1.4p each and
        the Deferred Shares of £1
        each shall respectively confer
on the holders thereof the right to receive
dividends
in accordance with the provisions of Article
135 hereof.(d)
    the Companys Articles of Association
        be
and are hereby amended by deleting the
reference to 11.25p in
Article 83 and substituting therefor a
reference to 1.4p.




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At the Annual General Meeting of the Company duly convened and held on the 9 May 2001, the following Resolution was duly passed as a Special Resolution:-

|          
|----------
|          
|Resolution
|          
|          
|          
|          
|          

Thatthe
      Articles of Association of the Company be altered by making the amendments
    set out in Appendix 2 to the Notice of this meeting.Appendix 2:1
	the amendment of article 2 by:(i)
the addition of the following definitions:(a)
 address, in relation to electronic
communications,
includes any number or address used for the purposes of such communications;;(b)
 electronic signature means
anything in electronic
form which the Directors require to be incorporated into or otherwise associated with an electronic communication for the purpose of establishing the authenticity or integrity of the communication;;(ii)
the insertion of the words except by means
of an
electronic signature after the words executed under hand or under seal or by any other method;(iii)
the insertion of as a new sub-paragraph the words:
references to a document being signed or to signature include references to its being executed under hand or under seal or by any other method and, in the case of an electronic communication, are to its bearing
an electronic signature;;(iv)
the insertion of the words including by
way of
electronic communications where specifically provided in a particular article or where permitted by the Directors in their absolute discretion after the words in a legible and non-transitory
form;2
	the amendment of articles 69 and 72 by the addition of a final paragraph:References in this article to notice in writing include the use of electronic communications and publication on a website in accordance with the Companies Acts.


3
	the amendment of article 85:(i)
by deleting the word delivered and
inserting the word
received in the seventh line;(ii)
by deleting the words delivery of instruments
appointing a proxy and inserting the words receipt of appointments of a proxy in writing which are not electronic communications in the eighth line;(iii)
by deleting the words an instrument of proxy
and inserting the words such an appointment in the ninth line;(iv)
by deleting the word delivered and
inserting the
word received in the tenth line;4
	the deletion of article 89 and substitution therefor of the following:Appointment of proxiesAn appointment of a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, shall either be executed under its seal or signed by an
officer, attorney or other person authorised to sign it.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;5
	the deletion of article 90 and substitution therefor of the following:Receipt of proxiesThe appointment of a proxy must:(a)
  in the case of an appointment which is
      not contained in an electronic communication, be received at the office
      (or such other place in the United Kingdom as may be specified in the notice
      convening the meeting or in any notice of any adjournment or, in either
      case, in any accompanying document) together with (if required by the Directors)
      any authority under which it is made or a copy of the authority, certified
      notarially or in accordance with the Powers of Attorney Act 1971 or in
      some other manner approved by the Directors not less than forty eight hours
      (or any shorter time specified in such notice) before the time appointed
      for holding the meeting or adjourned meeting at which the person named
      in
the appointment proposes to vote;




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(b)
	in the case of an appointment contained in an electronic communication, where an address has been specified for the purposes of receiving electronic communications in the notice convening the meeting or in any notice
of any adjournment or, in either case, in any accompanying document, be received at such address not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote. Any authority pursuant to which an appointment contained in an electronic communication is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney
Act 1971 or in some other manner approved by the Directors, must, if required by the Directors, be received at the office (or such other place in the United Kingdom as may be specified in the notice convening the meeting or in any notice of any
adjournment or, in either case, in any accompanying document) not less than forty eight hours (or any shorter time specified in such notice) before the time appointed for holding the meeting or adjourned meeting at which the person named in the
appointment proposes to vote; or(c)
	in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than twenty four hours (or any shorter time specified in such notice) before the time
appointed for the taking of the poll,and an appointment of a proxy which is not so received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the
same meeting, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of
them shall be treated as valid in respect of that share.;6
  the deletion of article 91 and substitution
    therefor of the following:Validity of proxyNo appointment of a proxy shall be valid
      after twelve months have elapsed from the date of its receipt. The appointment
      of a proxy shall not preclude a member from attending and voting in person
      at the meeting or poll
concerned.;


7
	the amendment of article 92:(i)
by deleting the words Instruments of and
inserting
the words The appointment of a in the first line;(ii)
by deleting the words instrument of and
inserting
the words appointment of a in the fourth line;(iii)
by deleting the words instrument of and
inserting
the words appointment of a in the seventh line;8
	the amendment of article 93:(i)
by deleting the words in the United Kingdom and
inserting the words or address in the fifth line;(ii)
by deleting the words delivery of instruments and
inserting the words receipt of appointments in the sixth line.;9
	the amendment of articles 93, 104, 105, 121, 126 and 129 by inserting a final paragraph:In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;10
	the deletion of article 95 and substitution therefor of the following:Resolution in writingA resolution in writing signed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been
passed at a general meeting properly convened and held and may consist of several instruments in the like form each signed by or on behalf of one or more of the members.In this article references to in writing include the use of electronic communications subject to such terms and conditions as the Directors may decide.;11
	  the amendment of article 104 by inserting
        the words or received at after the words delivered to
        in sub-paragraph (a);




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12
	the amendment of article 105:(i) by deleting the word executed and
inserting the word  signed in
the fourth line in sub-paragraph
A;(ii) by inserting the words or received at after the words delivered to in the fifth line in sub-paragraph A;(iii) by deleting the word Execution and inserting the word Signature in the third line in sub-paragraph C;(iv) by deleting the word execution and inserting the word signature in the fifth line in sub-paragraph C.;13
	the amendment of article 129 by deleting the word executed and inserting the word signed in the first line and in the seventh line;14
	the amendment of article 150:(i) by inserting the word sent after the word on in the first line;(ii) by inserting the words or, where appropriate, by sending it using electronic communications to an address for the time being notified by the member concerned to the Company for that purpose or by publication on a website in accordance with the Companies Acts after the
word system in the fifth line;(iii) by inserting the word sending after the word service in the sixth line;(iv) by inserting the words or sending after the words service on in the seventh line;


15
	the amendment of article 151:(i) by deleting the words an address and inserting the words a postal address in the third line;(ii) by deleting the words upon him at that address
but, unless he does so and inserting
the words on
or sent or delivered to him at that address. Any member whose registered address
is not within the United Kingdom and who gives to the Company an address for
the purposes of electronic communications may, at the absolute discretion of
the Board, be entitled to have notices or documents served upon, or delivered
to, him at that address. Otherwise, a member whose registered address is not
within the United
Kingdom;16
	the amendment of article 152:(i) by deleting the words by post in the title;(ii) by inserting the words (other than an address for the purposes
of electronic communications) after the word address in the
fifth line; and(iii) by inserting a final paragraph: Any notice or document sent by the Company by using electronic communications shall be deemed to have been received on the day following that on which it was sent. Proof that a notice contained in an electronic communication was sent in
accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.




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At the Annual General Meeting of the Company duly convened and held on the 12th May 2004, the following Resolutions were duly passed as Special Resolutions:

|          
|----------
|Resolution
|          
|          
|          

|
|
|

Thatthe Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 1 to the Notice of this meeting provided that this
  resolution will only become effective if resolution 4 as set out in the notice of Annual General Meeting of Unilever N.V. dated 26 March 2004 is approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. to be held
  on Wednesday 12 May 2004 in Rotterdam, the Netherlands, or at any adjournment thereof. Appendix 1, Part 2:1
	the amendment of article 2 by(i) deleting the words but does not include an Advisory Director
or Advisory Directors from the definition of the Directors,
and(ii) inserting the following definition in the relevant place in the alphabetical list: Unilever N.V. means Unilever N.V. of Rotterdam in the Netherlands (company number 24051830) or any company which is inserted as a
holding company and parent of Unilever N.V. under any form of corporate reconstruction or reorganisation and which becomes a party to the Equalisation Agreement referred to in article 3;;2
	the deletion of article 74 and substitution therefore of the following:Entitlement to attend and speak74
Each Director shall be entitled to attend
    and speak at any general meeting of the Company and at any separate general
    meeting of the holders of any class of shares in the Company. Any proxy appointed
    by a member shall also be entitled to speak at any general meeting of the
    Company and at any separate general meeting of the holders of any class of
    shares in the Company at which such member would have been entitled to attend
    and speak.;3
	the amendment of article 77 by inserting the words Without prejudice to the other provisions of this article, the chairman may, in his absolute discretion, demand a poll on all or some of the resolutions put to
the vote of the meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll. after the first sentence of the article and before the sentence beginning Subject to the
Companies Acts;


4
	the deletion of article 97 and substitution therefore of the following:Shareholding qualification97
	There shall be no requirement for any Director
    to hold shares in the capital of the Company.;5
	the deletion of article 101 and substitution therefore of the following:Persons eligible as Directors101
	No persons shall be eligible to be elected as Directors except such persons as shall:(A)have been nominated in writing by the holders for the time being of the majority of the Deferred Shares, and(B)
have offered themselves for election to the board of directors of Unilever N.V. at or about the same time as their nomination has been made in accordance with paragraph (A) of this article.Such persons shall be considered eligible in accordance with this article whether or not, having offered themselves for election in accordance with paragraph (B) of this article, they are so elected to the board of
directors of Unilever N.V..;6
	the insertion of a new article 103 as follows and the consequential renumbering of all subsequent articles:Provisions if insufficient eligible persons elected103
	(A)If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but one, of the eligible persons nominated for
election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed to
have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purpose of summoning general meetings of the Company and to perform such duties as are essential to maintain the Company as a going concern
but not for any other purpose.


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(B)Such
    Directors shall convene a general meeting as soon as reasonably practicable
    following the annual general meeting referred to in article 103(A) at which
    all the Directors shall retire from office. To the extent that the circumstances
    envisaged in article 103(A) occur in relation to any meeting convened pursuant
    to this article 103(B), then the provisions of this article 103 shall also
    apply to that general meeting and, if relevant, any subsequent general meeting
    or meetings.;7
	the insertion of a new article 108 (after the article headed Executive Directors which is numbered article 106 in the current articles) as follows and the consequential renumbering of all subsequent
articles:Non-Executive DirectorsThose Directors who do not
        hold an employment or executive office with the Company pursuant to article
        107 shall, in the execution of their duties and obligations as Directors,
        take into account the nature of their role as such non-executive directors
        (recognising that it is not a day-to-day involvement but a periodic and
        supervisory role) and as part of their role shall assist in the development
        of strategy and monitor the performance of the Company and the management.;8
	the deletion of article 107 and substitution therefore of the following (renumbered to take into account the other proposed changes to the articles):Directors Remuneration109
	Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors (excluding amounts payable under any other
provisions of these articles) shall not exceed £600,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company.;9
	the amendment of article 118 by deleting the words Advisory Director, in the article;


10
	the insertion of a new article 130 (after the article headed Delegation to committees which is numbered article 127 in the current articles) as follows and the consequential renumbering of all subsequent
articles;Delegation to Executive Committee130
	(A)Without prejudice to the powers conferred on the Directors by article 129 above, and in addition to such powers, the Directors may delegate their powers, authorities and
discretions (with power to sub-delegate) in relation to the operational running of the Company to an executive committee consisting, from time to time, of all of the Directors who have been appointed to hold any employment or executive office with
the Company pursuant to article 107 (for the purposes of this article executive directors) and such other person or persons (whether or not a Director or Directors) as the Directors shall agree from time to time, provided that the number
of such other persons appointed to the committee shall not at any time equal or exceed the number of executive directors appointed to the committee.(B)The provision of article 129(B) and 129(C) shall apply to an executive committee constituted pursuant to this article as if such committee had been formed pursuant to
article 129.;11
	the deletion of articles 132 and 133 (including the headings to these articles) and the heading ADVISORY DIRECTORS above these articles;12
	the amendment of article 134 by deleting the words Article 127 and inserting the words articles 129 and 130 in their place in this article; and13
	  the renumbering of the articles
        and relevant cross-references to take into account the changes set out
        above.




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|          
|----------
|          
|Resolution
|          
|          
|          

|
|
|

Thatthe Articles of Association of the Company be altered by making the amendments set out in Part 2 of Appendix 2 to the Notice of this meeting. Appendix 2, Part 2:1
	the amendment of article 3 by deleting the word Board and inserting the word Directors in its place in the first paragraph;2
	the amendment of article 11 by(i)
	  inserting the words (excluding any
        shares of that class held as treasury shares) after the words three-fourths
        of the issued shares of that class and after the words one-third
        of the capital paid up on the issued shares of the class in paragraph
        (A) of that article, and(ii)
	inserting the words (but excluding any shares held as treasury shares) after the words one-half in nominal value of the entire issued share capital for the time being of the Company in paragraph
(C) of that article;3
	the amendment of article 44 by inserting the words (excluding
any shares held as treasury shares) after the words may convert any
paid-up shares in the first sentence of that article;4
	the amendment of articles 56 and 145 by deleting the words The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited and inserting the words the London Stock Exchange
plc in their place in the first paragraph of article 56 and paragraph (b) of article 145;5
	the amendment of article 56 by(i)
	inserting the word and at the end of paragraph (iv),(ii)
	deleting , and at the end of paragraph (v) and inserting a full stop in its place, and(iii)
	deleting paragraph (vi);6
	the amendment of article 72 by inserting the words and entitled to vote after the words in person or by proxy in both places where they appear in the article;


7
	the amendment of article 75 by inserting the words entitled to vote after the words it appears to him that (a) the members in paragraph (A) of that
article;8
	the amendment of article 110 by inserting the words (calculated exclusive of any shares of that class of that company held as treasury shares) after the words equity share capital of that
company in the first sentence of paragraph (G) of that article;9
	the amendment of article 144 by(i)
	inserting : (i) after the words but so that, for the purposes of this article in the article, and(ii)
	deleting the full stop at the end of the article and inserting in its place the words , and (ii) where the amount capitalised is applied in paying up in full unissued shares, the Company will also be entitled to
participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. at
the end of the article;10
	the amendment of article 145 by inserting the words (excluding any member holding shares as treasury shares) after the words offer the holders of Ordinary Shares in the first paragraph of that
article;11
	the amendment of article 156 by inserting the words (excluding any member holding shares as treasury shares) after the words the assets available for distribution amongst the members in the
article;12
	the amendment of article 158 by(i)
	removing the words or auditor in the first sentence and the words , and if the Directors so determine an auditor may be indemnified, and , or as auditor, in the second sentence of
the article, and(ii)
	inserting a new sentence at the end of the article as follows: For the purpose of this article the terms Director or officer shall include any former Director or officer of the
Company.; and13
	to the extent necessary, the renumbering of the articles and relevant cross-references to take into account the changes set out above.




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At the Annual General Meeting of the Company duly convened and held on the 11th May 2005, the following Resolutions were duly passed as Special Resolutions:

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|Resolution
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1
	THAT the Articles of Association be altered by making the following amendments provided that this resolution will only become effective if resolution 5 as set out in the Notice of Annual General Meeting of Unilever
N.V. dated 24 March 2005 was approved by the shareholders of Unilever N.V. at the Annual General Meeting of Unilever N.V. held on Tuesday 10 May 2005 in Rotterdam, the Netherlands, or at any adjournment thereof: (a)
	the words any employment or which follow the words its body to hold in article 107 be deleted;(b)
	the words Managing Director in article 107 be replaced by the words Group Chief Executive;(c)
	the words an employment or which follow the words do not hold in article 108 be deleted;(d)
	the words , where appropriate, be inserted following the word recognising and before the words that it is not in article 108; and(e)
	article 130 be deleted and the following substituted therefor: Delegation to Group
    Chief Executive130
    The Board may entrust to and confer upon
        the Group Chief Executive any of its powers, authorities and discretions
        (with power to sub-delegate) upon such terms and conditions and with
        such restrictions as it thinks fit, and either collaterally with, or
        to the exclusion of, its own powers, authorities and discretions and
        may from time to time revoke or vary all or any of them but no person
        dealing in good faith and without notice of the revocation or variation
        shall be affected by it. The power to delegate contained in this article
        shall be effective in relation to the powers, authorities and discretions
        of the board generally and shall not be limited by the fact that in certain
        articles, but not in others, express reference is made to particular
        powers, authorities or discretions being exercised by the Board or by
    a committee authorised by the Board.


2
    THAT article 159 be deleted and the following
        substituted therefor:Indemnification of DirectorsSubject to the provisions of the Companies
        Acts, the Company may indemnify any Director against any liability and
        may purchase and maintain for any Director insurance against any liability.
        For the purpose of this article the term Director shall include
        any former Director of the Company.




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At the Annual General Meeting of the company duly convened and held on 9 May 2006, the following resolutions were duly passed as Special Resolutions:

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|Resolution
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1
	THAT, conditional upon the admission of the issued
new Ordinary shares (as defined below) to the Official List of the UK Listing
Authority becoming effective, upon listing of the Companys new American
Depositary  Receipts arising on consolidation on the New York Stock Exchange,
upon the resolutions in relation to a share capital sub-division by Unilever
N.V. as described in the Notice of Meeting dated 29 March
2006 convening the Annual General Meeting
of Unilever N.V. being passed, upon the
new Unilever N.V. Ordinary shares arising as a result of the sub-division referred
to in such
resolutions being admitted to listing on the Amsterdam Stock Exchange and on
the New York Stock Exchange and upon the new Unilever N.V. depositary receipts
arising as a result of such sub-division being admitted to listing on the Amsterdam
Stock Exchange:(a)
all the Ordinary shares of 1.4 pence
    each in the capital of the Company which at 6.00 pm on 19 May 2006 (or such
    other time
and date as the Directors of the Company may determine) which are shown in the
books of the Company as authorised, whether issued or unissued, shall be sub-divided
into new Ordinary shares of 7/45 pence each in the capital of the Company (the Intermediate Ordinary Shares);(b)
immediately thereafter, all Intermediate
    Ordinary Sharesthat are unissued shall be consolidated into new Ordinary
    shares of 3 1/9
pence each in the capital of the Company (the Unissued New Ordinary
Shares) provided that, where such consolidation would otherwise result in a fraction of an Unissued New Ordinary Share, that number of Intermediate Ordinary Shares which would otherwise constitute such fraction shall be cancelled pursuant to
section 121(2)(e) of the Companies Act 1985;(c)
immediately thereafter, all Intermediate
    Ordinary Shares that are in issue shall be consolidated into new Ordinary
    shares of 3
1/9 pence each in the capital of the Company (the New Ordinary Shares),
provided that, where such consolidation results in any shareholder being entitled to a fraction of New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of New Ordinary Share to which other shareholders of the
Company may be entitled and the Directors of the Company be and are hereby authorised in accordance with the Companys Articles of Association to sell (or appoint any other person to sell), on behalf of the relevant shareholders, all the New
Ordinary Shares representing such aggregated fractions at the best price reasonably obtainable to any person and to distribute the proceeds of sale (net of expenses) in


due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of
the Company) and that any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and
to do all acts and things as the Directors of the Company consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares;(d)
	the Companys Articles of Association be and are hereby amended by deleting Article 9 and substituting therefor the following:(i) On the 9th May 2006 the authorised capital of the Company is
£136,275,682, divided as follows: 4,377,075, 492 Ordinary Shares of 3 1/9 pence each and 100,000 Deferred Shares of £1 each, all of which Deferred Shares have been issued and are now represented by £100,000
Deferred
Stock.(ii) The Ordinary Shares of 3 1/9 pence each and the Deferred Shares of £1 each shall respectively confer on the holders thereof the right to receive dividends in accordance with the provisions of article 136
hereof., and(e)
	the Directors be authorised to agree to modify the Agreement dated 28 June 1946 (as amended by Supplemental Agreements dated 20 July 1951 and 21 December 1981) with Unilever N.V. of the Netherlands known as the
Equalisation Agreement by replacing all references therein to Fl.12 with references to EUR 0.16 and by replacing all references therein to £1 with references to 3 1/9 pence and to make certain other minor modifications as reflected in the form
of Equalisation Agreement Amendment Agreement produced to the meeting and for the purposes of identification signed by the Chairman thereof (subject to any non-material changes as may be approved by the Director(s) executing the Equalisation
Agreement Amendment Agreement).




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2
	THAT the Companys Articles of Association be and are hereby amended by:(a)
	deleting article 11(C) and substituting therefor the following:Any alteration of the rights set out in article 101 shall be treated as a variation of the class rights of the holders of the Deferred Shares provided, however, that an alteration to such rights may be effected
(without any such consent or sanction as aforesaid) by a resolution passed at a general meeting of the Company by a majority consisting of not less than two-thirds of such members as being entitled to vote at such meeting vote thereat in person or
by proxy, such majority comprising the holders of not less than one-half in nominal value of the entire issued share capital for the time being of the Company (but excluding any shares held as treasury shares) and being computed by reference to the
number of votes to which each member is entitled by virtue of these articles.(b)
	deleting article 99 and substituting therefor the following:Retirement of Directors99
	At every annual general meeting all the Directors shall retire from office, with such retirement to become effective at the conclusion of the annual general meeting of the Company or the corresponding annual general
meeting of Unilever N.V. (whichever is the later).(c)
	deleting article 101 and substituting therefor the following:Persons eligible as Directors101
	No person shall be eligible to be elected as a Director unless:(A) he is recommended by the Board; or(B) a resolution to appoint that person as a Director has been requisitioned by a member or members in accordance with the Companies Acts.Where a resolution to appoint a person as a Director is passed at a general meeting of the Company such appointment shall not become effective:(i) unless a resolution to appoint such person as a Director of Unilever N.V. has been passed at the corresponding general meeting of Unilever N.V. where such meeting is prior to the general meeting of the Company or
at any adjournment thereof; or, as the case may be


(ii) until a resolution to appoint such person as a Director of Unilever N.V. is passed at the corresponding general meeting of Unilever N.V. where such meeting is to follow the general meeting of the Company or at any
adjournment thereof (and, if such a resolution is not passed, such appointment shall no longer be capable of becoming effective).The corresponding general meeting of Unilever N.V. means the Unilever N.V. general meeting which is closest in time to the relevant general meeting of the Company.(d)
	deleting article 102 and substituting therefor the following:Provisions if no eligible persons available102
	  If at the annual
        general meeting in any year no persons shall be eligible to be elected
        as Directors in accordance with article 101 or if the number of persons
        so eligible is less than the minimum number for the time being in force
        under article 96 then the retiring Directors (other than those eligible
        for re-election under article 101) or so many of them as shall be willing
        to offer themselves for re-election shall be deemed to be eligible for
        election under article 101 as Directors or Director for the succeeding
        year.(e)
	deleting article 103 and substituting therefor the following:Provisions if insufficient eligible persons elected103
	(A) If at the annual general meeting in any year the resolution or resolutions for the election or re-election of all, or all but the minimum number for the time being in force under article 96, of the persons eligible
for election or re-election as Directors for the succeeding year are put to the meeting and lost, then all such eligible persons who are Directors as at the commencement of the annual general meeting and are standing for re-election shall be deemed
to have been re-elected as Directors and shall remain in office but so that such Directors may act only for the purposes of summoning general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern
but not for any other purpose.




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(B) Such Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in article 103(A) at which all the Directors shall retire from office. To the extent
that the circumstances envisaged in article 103(A) occur in relation to any meeting convened pursuant to this article 103(B), then the provisions of this article 103 shall also apply to that general meeting and, if relevant, any subsequent general
meeting or meetings.3
	That article 109 of the Companys Articles of Association be and is hereby amended by deleting the amount of £600,000 and inserting the amount of £1,500,000 in its place.




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        and Articles of Association 2007 | 81
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At the Annual General Meeting of the company duly convened and held on 16th May 2007, the following Resolutions were duly passed as Special Resolutions:

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|Resolution
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1
	THAT the Company's Articles of Association be and are hereby amended by:(a)
	deleting the definition of address below the definition of electronic signature in Article 2;(b)
	adding the following sentence to the end of Article 90(c) after the words, in respect of that share.  The proceedings at a general meeting shall not be invalidated where an appointment of a
proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications but, because of a technical problem, it cannot be read by the recipient.;(c)
	adding the following sentences to the end of Article 151 after the words, sending or delivering to all the joint holders.  If on three consecutive occasions a notice to a member has been
returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied to the Company (or its agent) a new registered address, or a postal address within
the United Kingdom for the service of notices, or shall have informed the Company, in such manner as may be specified by the Company, of an address for the service of notices by electronic communications. For these purposes, a notice sent by post
shall be treated as returned undelivered if the notice is sent back to the Company (or its agent), and a notice sent by electronic communications shall be treated as returned undelivered if the Company (or its agent) receives notification that the
notice was not delivered to the address to which is was sent.;(d)
	adding the following sentence to Article 154 after the end of the first sentence which ends with the words, his registered address.  A person who is entitled by transmission to a share, upon
supplying the Company with an address for the purposes of the electronic communication for the service of notices, may, at the absolute discretion of the Directors, have sent to him at such address any notice or document to which he would have been
entitled if he were the holder of that share. The wording of the article will then continue with, Except where there is a person entitled by transmission to a share;


(e)
  deleting Article 155(A) and substituting
      therefor the following: 155(A)
      if at any time by reason of the suspension
      or curtailment of postal services or of the relevant
      electronic communication system within the United
      Kingdom the Company is unable effectively to
      convene a general meeting by notice sent through the
      post or by electronic communications, a general meeting
      may be convened by notice advertised in at least
      two daily newspapers with a national circulation in
      the United Kingdom and in that event the notice shall
      be deemed to have been served on all members and
      persons entitled by transmission who are entitled to
      have notice of the meeting served upon them on the
      day when the advertisement appears. If at least six
      clear days prior to the meeting the posting of notices
      or sending by electronic communications to addresses
      through the United Kingdom has again become
      practicable, the Company shall send confirmatory
      copies of the notice by post or by electronic
      communications to the persons entitled to receive
      them.;(f)
  deleting the words On the
      9th May 2006 the authorised capital
      of the Company is £136 275 682 in
      Article 9 of the Company's Articles of Association and
      replacing them with  On the 22nd May 2006 the
      authorised capital of the Company was £136 275
    682; and(g)
	deleting the amount of 1.4p in Article 83 and inserting 31/9p in its place.2
	THAT Article 109 of the Company's Articles of
Association be and is hereby amended by
deleting 1 500
000 and inserting £2 000
000" in its place.




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