Exhibit 1.1
 Company No. 41424Articles of Association
and Special and other Resolutions ofUnilever PLC
(incorporated 21 June 1894)
    
    (UNIVER)
 
 12 May 2010Creating a better future every day




---



##### 



Table of Contents of Articles of Association
and Special and other Resolutions
  PageCERTIFICATE OF INCORPORATION
    
    
    4OF LEVER BROTHERS, LIMITEDCERTIFICATE OF CHANGE OF NAME
    
    
    5TO LEVER BROTHERS & UNILEVER LIMITEDCERTIFICATE OF CHANGE OF NAME
    
    
    6TO UNILEVER LIMITEDCERTIFICATE OF INCORPORATION
    
    
    7AS A PUBLIC COMPANYARTICLES OF ASSOCIATION
    
    
    8ArticleInterpretation1
    
    Exclusion of Model Articles
    
    
    82
    
    Definitions
    
    
    8Agreement for Distribution of Profits and Assets3
    
    Agreement with Unilever N.V.
    
    
    9Limited Liability4
    
    Limited liability
    
    
    9Share Capital5
    
    Rights attached to shares
    
    
    96
    
    Redemption of shares
    
    
    97
    
    Trusts not recognised
    
    
    98
    
    Allotment of shares
    
    
    99
    
    Payment of commission
    
    
    910
    
    Repayment of capital in a winding-up
    
    
    911
    
    Modification of rights
    
    
    9Evidence of Title to Shares12
    
    Uncertificated shares
    
    
    1013
    
    Certificated shares
    
    
    1114
    
    Replacement of certificates
    
    
    1115
    
    Execution of share certificates
    
    
    11Lien16
    
    Company's lien on shares not fully paid
    
    
    1117
    
    Enforcing lien by sale
    
    
    1118
    
    Validity of sales
    
    
    1119
    
    Application of proceeds of sale
    
    
    11Calls on Shares20
    
    Calls
    
    
    1121
    
    Payment on calls
    
    
    1222
    
    Liability of joint holders
    
    
    1223
    
    Interest due on non-payment
    
    
    1224
    
    Sums due on allotment to be treated as calls
    
    
    1225
    
    Power to differentiate
    
    
    1226
    
    Payment of calls in advance
    
    
    12Forfeiture of Shares27
    
    Notice may be given if call or instalment not paid
    
    
    1228
    
    Form of notice
    
    
    1229
    
    Forfeiture of shares if non-compliance with notice
    
    
    1230
    
    Notice after forfeiture
    
    
    1231
    
    Sale of forfeited shares
    
    
    1232
    
    Arrears to be paid notwithstanding forfeiture
    
    
    1233
    
    Effect of forfeiture
    
    
    1234
    
    Statutory declaration as to forfeiture
    
    
    13
 PageTransfer of Shares35
    
    Transfer
    
    
    1336
    
    Execution of transfer
    
    
    1337
    
    Right to decline to register transfer of partly
    
    
    13paid shares38
    
    Further rights to decline to register transfer
    
    
    1339
    
    Notice of refusal
    
    
    1340
    
    No fee payable on registration
    
    
    13Transmission of Shares41
    
    Transmission of registered shares on death
    
    
    1342
    
    Entry of transmission in register
    
    
    1343
    
    Election of person entitled by transmission
    
    
    1444
    
    Rights of person entitled by transmission
    
    
    14Conversion of Shares into Stock45
    
    Conversion of shares into stock
    
    
    1446
    
    Rights of stockholders
    
    
    14Share Warrants to Bearer47
    
    Issue of share warrants
    
    
    1448
    
    Bearer of warrants deemed a member
    
    
    14of the Company49
    
    Restrictions on attending and voting at meetings
    
    
    1450
    
    One name only to be received as holder
    
    
    15of share warrant51
    
    Issue of deposit certificate in respect
    
    
    15of share warrants52
    
    Surrender of deposit certificate
    
    
    1553
    
    Restriction on exercise of rights of membership
    
    
    1554
    
    Issue of new share warrants
    
    
    1555
    
    Transfer of share warrants
    
    
    1556
    
    Issue of shares on surrender of share warrants
    
    
    15Untraced Shareholders57
    
    Sale of shares of untraced shareholders
    
    
    1558
    
    Cessation of sending dividend payments
    
    
    16Alteration of Capital59
    
    Sub-division
    
    
    1660
    
    Fractions
    
    
    16General Meetings61
    
    Insufficient Directors within the United Kingdom
    
    
    16Notice of General Meetings62
    
    Omission or non-receipt of notice
    
    
    16Proceedings at General Meetings63
    
    Quorum
    
    
    1664
    
    Dissolution and adjournment of meetingif quorum not present
    
    
    1665
    
    Chairman of general meeting
    
    
    1766
    
    Entitlement to attend and speak
    
    
    1767
    
    Adjournments and notice of adjournment
    
    
    1768
    
    Amendments to resolutions
    
    
    1769
    
    Security and other arrangements at general meetings
    
    
    17




---



##### 



PageVoting70
    
    Method of voting
    
    
    1871
    
    Effect of properly demanded poll
    
    
    1872
    
    When poll to be taken
    
    
    1873
    
    Continuance of business after demand for poll
    
    
    1874
    
    Voting rights
    
    
    1875
    
    Voting rights of joint holders
    
    
    1876
    
    Exercise of voting rights for incapable member
    
    
    1877
    
    No right to vote where sums still payable
    
    
    1878
    
    Suspension of rights where non-disclosure of interest
    
    
    1879
    
    Objections
    
    
    20Proxies80
    
    Appointment of proxies
    
    
    2081
    
    Receipt of proxies
    
    
    2082
    
    Maximum validity of proxy
    
    
    2183
    
    Form of proxy
    
    
    2184
    
    Determination of authority
    
    
    21Appointment, Retirement and Removalof Directors85
    
    Number of Directors
    
    
    2186
    
    Shareholding qualification
    
    
    2187
    
    Power for Directors to fill casual vacancies orappoint additional Directors
    
    
    2188
    
    Retirement of Directors
    
    
    2189
    
    Meeting to fill up vacancies
    
    
    2190
    
    Persons eligible as Directors
    
    
    2191
    
    Provisions if no eligible persons available
    
    
    2192
    
    Provisions if insufficient eligible persons elected
    
    
    2293
    
    Power to remove Director by special resolution
    
    
    2294
    
    Disqualification of Directors
    
    
    2295
    
    Alternate Directors
    
    
    2296
    
    Executive Directors
    
    
    2297
    
    Non-Executive Directors
    
    
    23Remuneration and Expenses of Directors98
    
    Directors remuneration
    
    
    2399
    
    Extra remuneration
    
    
    23100
    
    Expenses
    
    
    23Directors Interests101
    
    Conflicts of interest requiring board authorisation
    
    
    23102
    
    Other conflicts of interest
    
    
    23103
    
    Benefits
    
    
    24104
    
    Quorum and voting requirements
    
    
    24105
    
    General
    
    
    25Powers and Duties of the Directors106
    
    General powers of Company vested in Directors
    
    
    25107
    
    Establishment of local boards
    
    
    25108
    
    Powers of attorney
    
    
    25109
    
    Delegation to individual Directors
    
    
    26110
    
    Registers
    
    
    26111
    
    Power to borrow money and give security
    
    
    26112
    
    Pensions
    
    
    27113
    
    Provision for employees
    
    
    27
 PageProceedings of the Directors114
    
    Meetings of Directors
    
    
    27115
    
    Notice of meetings
    
    
    27116
    
    Quorum
    
    
    27117
    
    Effect of vacancies in number of Directors
    
    
    27118
    
    Power to appoint chairman
    
    
    27119
    
    Competence of meetings
    
    
    27120
    
    Voting
    
    
    27121
    
    Delegation to committees
    
    
    27122
    
    Delegation to Chief Executive Officer
    
    
    28123
    
    Participation in meetings by telephone
    
    
    28124
    
    Resolution in writing
    
    
    28125
    
    Validity of acts of Directors or committee
    
    
    28126
    
    Minutes to be made
    
    
    28Seals127
    
    Use of seals
    
    
    28Dividends and Other Payments128
    
    Application of profits
    
    
    28129
    
    Declaration of dividends
    
    
    29130
    
    Interim dividends
    
    
    29131
    
    Dividends to be paid according to amounts paid
    
    
    29up on shares132
    
    Debts may be deducted
    
    
    29133
    
    Dividend not to bear interest against the Company
    
    
    29134
    
    Payment procedures
    
    
    29135
    
    Unclaimed dividends
    
    
    29136
    
    Dividends in specie
    
    
    29Capitalisation of Profits137
    
    Power to capitalise profits
    
    
    29138
    
    Scrip Dividends
    
    
    30139
    
    Settlement of difficulties in distribution on
    
    
    30capitalisation of profitsRecord Dates and Accounting Records140
    
    Record dates
    
    
    30141
    
    Inspection of records
    
    
    31Service of Notices and Other Documents142
    
    Service of notices
    
    
    31143
    
    Members resident abroad
    
    
    31144
    
    When notice deemed served
    
    
    31145
    
    Service of notice to person entitled by transmission
    
    
    31146
    
    Notice when post not available and notice given
    
    
    32by advertisementDestruction of Documents147
    
    Consequences of destruction of documents
    
    
    32Winding-Up148
    
    Order of priority in winding-up
    
    
    32Indemnity149
    
    Indemnification of Directors
    
    
    32
   Unilever PLCArticles of Association 2010
    
    1




---



##### 



PageCAPITAL ALTERATIONS12th October, 1937
    
    
    33Special 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 Limited15th November, 1937
    
    
    34Order 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 £117,000,00015th November, 1937
    
    
    35Minute approved by the Court on reduction of capital30th November, 1937
    
    
    36Certificate of registration of the above mentioned Order
of the High Court and Minute on reduction of capital27th February, 1952
    
    
    37Special Resolution to change name of Company to
Unilever Limited20th September, 1966
    
    
    37Special 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 Shares24th October, 1966
    
    
    38Order 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
 Page5th December, 1966
    
    
    45Certificate 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 capital12th December, 1983
    
    
    46Special Resolution for the Reduction of Capital by the
cancellation of 24,993,904 Ordinary Shares and the
increase of the authorised Capital to £141,418,75024th January, 1984
    
    
    47Order of the High Court confirming the reduction of
capital from £141,418,750 to £135,170,274 and Minute
approved by the Court14th February, 1984
    
    
    49Certificate 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 capital23rd January, 1989
    
    
    50Special 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 Shares23rd January, 1989
    
    
    50Extraordinary Resolution at Class Meeting of the holders
of the 7 per cent. First Cumulative Preference relating to
the Reduction of Capital referred to above23rd January, 1989
    
    
    51Extraordinary 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 above23rd January, 1989
    
    
    52Extraordinary 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 above27th February, 1989
    
    
    53Order of the High Court confirming the Reduction
of Capital from £141,418,750 to £136,275,682
and Minute approved by the Court13th March, 1989
    
    
    55Certificate 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
   2
    
    Unilever PLCArticles of Association 2010




---



##### 



PageSPECIAL AND OTHER RESOLUTIONS18th June, 1931
    
    
    56Resolution for Conversion of Shares into Stock12th July, 1951
    
    
    56Resolution 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 Association27th October, 1961
    
    
    57Resolution 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. eachSpecial Resolution relating to resolutions for conversion
of Shares into Stock ceasing to apply to the Ordinary
Share capital17th May, 1978
    
    
    57Resolution re-converting 20 per cent. Third Cumulative
Preferred Ordinary Stock into Shares9th April, 1981
    
    
    58Resolution of the Directors to re-register as a public
company and to amend the Memorandum of Association18th May, 1983
    
    
    58Special Resolution adopting new Clause 3 of the
Memorandum of Association20th May, 1987
    
    
    59Resolution sub-dividing the Ordinary Shares of 25p each
into Ordinary Shares of 5p eachSpecial Resolution adopting new Articles of Association3rd May, 1989
    
    
    59Special Resolution amending the Articles of Association
on repayment of Preference Stocks and Preferred
Ordinary SharesSpecial Resolution amending Article 145(a) of the Articles of Association
    
    
    60Special Resolution adopting new Article 117 of the Articles of Association
    
    
    604th May, 1994
    
    
    62Special Resolution amending Article 110 and adopting
new Article 158 of the Articles of AssociationSpecial Resolution adopting new Article 127 of the
    
    
    62Articles of Association
 Page3rd May, 1995
    
    
    63Special Resolution adopting new Articles 14, 128 and
141 of the Articles of AssociationSpecial Resolution adopting new Articles 57 and 134 of the Articles of Association
    
    
    63Special Resolution adopting new Articles 75 and 76 of the Articles of Association
    
    
    646th May, 1997
    
    
    65Special 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 Association22nd September, 1997
    
    
    67Special Resolution adopting new Article 9 and amending
Article 834th May, 1999
    
    
    68Special Resolution adopting new Article 9 and amending
Article 839th May, 2001
    
    
    69Special 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 9512th May, 2004
    
    
    72Special 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 133Special Resolution amending Articles 3, 11, 44, 56, 72,
    
    
    7475, 110, 144, 145, 156 and 15811th May, 2005
    
    
    75Special Resolution amending Articles 107 and 108 and
substituting Articles 130 and 1599th May, 2006
    
    
    76Special resolution substituting Articles 9, 11(C), 99, 101,
102 and 103 and amending Article 10916th May, 2007
    
    
    79Special resolutions amending Articles 2, 9, 83, 90(C),
109, 151 and 154 and substituting Article 155(A)14th May, 2008
    
    
    80Special resolution adopting new Articles of Association
of the Company12th May, 2010
    
    
    80Special resolution adopting new Articles of Association
of the Company
   Unilever PLCArticles of Association 2010
    
    3




---



##### 



No. 41424 C
    
    N.L. 40439
 
 Certificate of Incorporation
of Lever Brothers, Limited
 
   
   J. S. PURCELL,  Registrar of Joint Stock Companies.
  4
    
    Unilever PLCArticles of Association 2010




---



##### 



Certificate of
Change of Name
 
   
 P. MARTIN,  Registrar of Companies.
  Unilever PLCArticles of Association 2010
    
    5




---



##### 



Change of
Name Certificate
  
   
 J. D. TODD,  Registrar of Companies.
  6
    
    Unilever PLCArticles of Association 2010




---



##### 



Certificate of Incorporation on
Re-registration as a Public Company
 
    D. B. NOTTAGE,  Registrar of Companies.
  Unilever PLCArticles of Association 2010
    
    7




---



##### 



Articles of Association
of Unilever PLC
  
  INTERPRETATION
 Exclusion of Model Articles
 1
    
    No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company.
 Definitions
 2
    
    In these articles unless the context otherwise requires:-address, includes a number or address used for sending or receiving documents or information
by electronic means;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;the Bank of England base rate means the base lending rate most recently set by the Monetary
Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the
Bank of England Act 1998;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 (including any order, regulations or other
subordinated legislation made under it) from time to time in force concerning companies in so far
as the same applies to the Company;Company means Unilever PLC;the Directors means the Board of Directors of the Company for the time being;the holder in relation to any shares means the member whose name is entered in the register
as the holder of those shares;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 any common or 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 rules means provisions of the Companies Acts relating to the
holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or
other arrangements made under or by virtue of such provision;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 authentication as specified by the Companies Acts;
   8 Unilever PLC




---



##### 



references to a document being signed or to signature include references to it being executed under
hand or under seal or by any other method and, in the case of a communication in electronic form,
such references are to its being authenticated as specified by the Companies Acts;references to writing include references to any method of representing or reproducing words in
a legible and non-transitory form whether sent or supplied in electronic form or otherwise and
written shall be construed accordingly;words or expressions to which a particular meaning is given by the Companies Acts or the
uncertificated securities rules 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 ASSETS
 Agreement 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, 21st December, 1981, 15th May, 2006 and 20th
May, 2009) 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,and 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 holders who are present in person or by proxy shall be a quorum.
 LIMITED LIABILITY
 Limited liability
 4
    
    The liability of members of the Company is limited to the amount, if any, unpaid on the
shares in the Company held by them.
 SHARE CAPITAL
 Rights attached to shares
 5
    
    Subject to the provisions of the Companies Act 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. Such rights and restrictions shall apply to the relevant shares as if the same were
set out in these articles.
 Redemption of shares
 6
    
    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. The Directors may determine the terms,
conditions and manner of redemption of any redeemable share so issued. Such terms and
conditions shall apply to the relevant shares as if the same were set out in these articles.
 Trusts not recognised
 7
    
    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 shares
 8
    
    Subject to the provisions of the Companies Acts these articles and to any resolution passed
by the Company and without prejudice to any rights attaching to existing shares, the Directors
may offer, allot, grant options over or otherwise deal with or dispose of shares in the
Company to such persons, at such times and for such consideration and upon such terms as the
Directors may decide.
 Payment of commission
 9
    
    The Company may in connection with the issue of any shares or the sale for cash of treasury
shares exercise all powers of paying commission and brokerage conferred or permitted by the
Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by
the allotment of fully or partly-paid shares or other securities or partly in one way and
partly in the other.
 Repayment of capital in a winding-up
 10
    
    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 thereon pari passu with the Ordinary
Shares but shall not confer any further right to participation in the surplus assets of the
Company.
 Modification of rights
 11
    
    (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
   Unilever PLC 9




---



##### 



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 a special
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 mutandis apply 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 90 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 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 SHARES
 Uncertificated shares
 12
    
    (A) Pursuant and subject to the uncertificated securities rules, 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 rules, 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.
 (B)
 (i)
 (ii)
 (iii)
  (C)
 (D)
 (i)
 (ii)
 (iii)
 (E)
   10 Unilever PLC




---



##### 



(F) Unless the Directors otherwise determine or the uncertificated securities rules otherwise
require, any shares issued or created out of or in respect of any uncertificated shares shall be
uncertificated shares and any shares issued or created out of or in respect of any certificated
shares shall be certificated shares.(G) The Company shall be entitled to assume that the entries on any record of securities maintained
by it in accordance with the uncertificated securities rules and regularly reconciled with the
relevant Operator register of securities are a complete and accurate reproduction of the
particulars entered in the Operator register of securities and shall accordingly not be liable in
respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance
on such assumption; in particular, any provision of these articles which requires or envisages that
action will be taken in reliance on information contained in the register shall be construed to
permit that action to be taken in reliance on information contained in any relevant record of
securities (as so maintained and reconciled).
 Certificated shares
 13
    
    Subject to the provisions of the uncertificated securities rules, 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 certificates
 14
    
    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.
 Execution of share certificates
 15
    
    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.
 LIEN
 Companys lien on shares not fully paid
 16
    
    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 sale
 17
    
    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 sales
 18
    
    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 sale
 19
    
    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 SHARES
 Calls
 20
    
    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)
   Unilever PLC 11




---



##### 



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 calls
 21
    
    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 holders
 22
    
    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-payment
 23
    
    If a call remains unpaid after it has become due and payable, the person from whom it is due and
payable shall pay interest on the amount unpaid from the day it is due and payable to the time of
actual payment at such rate (not exceeding the Bank of England base rate by more than five
percentage points) as the Directors may decide, and all expenses that have been incurred by the
Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases
to waive payment of the interest or expenses wholly or in part.
 Sums due on allotment to be treated as calls
 24
    
    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 differentiate
 25
    
    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 advance
 26
    
    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 the Bank of England base rate by more than five percentage
points unless the Company by ordinary resolution shall otherwise direct) as the Directors may
decide.
 FORFEITURE OF SHARES
 Notice may be given if call or instalment not paid
 27
    
    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 notice
 28
    
    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 notice
 29
    
    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 forfeiture
 30
    
    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 shares
 31
    
    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 forfeiture
 32
    
    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 such rate (not exceeding the
Bank of England base rate by more than five percentage points) 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 forfeiture
 33
    
    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,
   12 Unilever PLC




---



##### 



except only such of those rights as by these articles are expressly saved.
 Statutory declaration as to forfeiture
 34
    
    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
Directors 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 SHARES
 Transfer
 35
    
    Subject to such of the restrictions of these articles as may be applicable:-(A) 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 rules,
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(B) 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 transfer
 36
    
    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 shares
 37
    
    The Directors can decline to register any transfer of any share which is not a fully paid share.
 Further rights to decline to register transfer
 38
    
    (A) Registration of a transfer of an uncertificated share can be declined in the circumstances
set out in the uncertificated securities rules, 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 duly stamped or duly certified or otherwise shown to the
satisfaction of the Directors to be exempt from stamp duty and is left at the office or such other
place as the Directors may from time to time determine accompanied (save in the case of a transfer
by a person to whom the Company is not required by law to issue a certificate and to whom a
certificate has not been issued) by the certificate for the share to which it relates and such
other evidence as the Directors may reasonably require to show the right of the person signing the
instrument of transfer to make the transfer and, if the instrument of transfer is signed by some
other person on his behalf, the authority of that person so to do;(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.(C) For all purposes of these articles relating to the registration of transfers of shares,
the renunciation of the allotment of any shares by the allottee in favour of some other person
shall be deemed to be a transfer and the Directors shall have the same powers of refusing to give
effect to such a renunciation as if it were a transfer.
 Notice of refusal
 39
    
    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 registration
 40
    
    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 SHARES
 Transmission of registered shares on death
 41
    
    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 register
 42
    
    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.
   Unilever PLC 13




---



##### 



Election of person entitled by transmission
 43
    
    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 transmission
 44
    
    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 STOCK
 Conversion of shares into stock
 45
    
    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.
 Rights of stockholders
 46
    
    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 BEARER
 Issue of share warrants
 47
    
    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 Company
 48
    
    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 meetings
 49
    
    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
   14 Unilever PLC




---



##### 



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 warrant
 50
    
    Not more than one name shall be received as that of the holder of a warrant.
 Issue of deposit certificate in respect of share warrants
 51
    
    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 certificate
 52
    
    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 membership
 53
    
    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 warrants
 54
    
    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 warrants
 55
    
    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.
 Issue of shares on surrender of share warrants
 56
    
    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 SHAREHOLDERS
 Sale of shares of untraced shareholders
 57
    
    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:-(A) the shares are in certificated form,(B) 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,(C) 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,(D) 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(E) 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 article:the qualifying period means the period of twelve years immediately preceding the date of
publication of the advertisements referred to in sub-paragraph (E) 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 (A) to (E) above have been
satisfied.If, after the publication of either or both of the advertisements referred to in sub-paragraph
(E) above but before the Company has become entitled to sell the shares pursuant to this paragraph
of this article, the requirements of sub-paragraph (C) or (D) above cease to be satisfied, the
Company may nevertheless sell those shares after the requirements of sub-paragraphs (A) to (E)
above have been satisfied afresh in relation to them.
   Unilever PLC 15




---



##### 



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 (A) and (C) to (E) 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 unless and
until forfeited under this article. 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. If no valid claim for the money has been received by the Company during a period of six
years from the date on which the relevant shares were sold by the Company under this article, the
money will be forfeited and will belong to the Company.
 Cessation of sending dividend payments
 58
    
    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.
 ALTERATION OF CAPITAL
 Sub-division
 59
    
    Any resolution authorising the Company to sub-divide its shares or any of them 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.
 Fractions
 60
    
    Whenever as a result of a consolidation, 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.
 GENERAL MEETINGS
 Insufficient Directors within the United Kingdom
 61
    
    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 a 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
 Omission or non-receipt of notice
 62
    
    (A) 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 (even if the Company becomes aware of such
non-receipt) of any such notice or document or other information, by any person entitled to receive
the notice or document shall not invalidate the proceedings at that meeting; and(B) A member present in person or by proxy at a meeting shall be deemed to have received
proper notice of that meeting and, where applicable, of the purpose of that meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 Quorum
 63
    
    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 quorum for all purposes.
 Dissolution and adjournment of meeting if quorum not present
 64
    
    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 and in
any other case it shall stand adjourned
   16 Unilever PLC




---



##### 



to such other day (not being less than ten clear 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 and the
notice of the adjourned meeting 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.
 Chairman of general meeting
 65
    
    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
 66
    
    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.
 Adjournments and notice of adjournment
 67
    
    (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 die or 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 either sine die or to another time or
place. When a meeting is adjourned sine die the 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, or if business is to be
transacted at an adjourned meeting the general nature of which was not stated in the notice of the
original meeting, notice of the adjourned meeting shall be given as in the case of an original
meeting. Except as provided in this article, it shall not be necessary to give any notice of an
adjourned meeting or of the business to be transacted at an adjourned meeting.
 Amendments to resolutions
 68
    
    In the case of a resolution duly proposed as a special resolution no amendment thereto (other
than an amendment to correct a patent error) may be considered or voted upon and in the case of a
resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to
correct a patent error) may be considered or voted upon unless either at least two working days
prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary
resolution is to be proposed notice in writing of the terms of the amendment and intention to move
the same has been received by the Company at the office or the chairman of the meeting in his
absolute discretion decides that it may be considered or voted upon. With the consent of the
chairman of the meeting, an amendment may be withdrawn by its proposer before it is put to the
vote.
 Security and other arrangements at general meetings
 69
    
    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 (or
to authorise some one or more persons to) refuse entry to, or to eject from, 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
   Unilever PLC 17




---



##### 



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.
 VOTING
 Method of voting
 70
    
    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 poll
 71
    
    If a poll is 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.
 When poll to be taken
 72
    
    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 poll
 73
    
    The demand for a poll (other than on the election of a Chairman of the meeting or on a question
of adjournment) 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.
 Voting rights
 74
    
    On a show of hands, members shall be entitled to vote at a general meeting in accordance with
the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show
of hands, this shall be treated as an instruction by the relevant member to vote in the way in
which the proxy elects to exercise that discretion. On a poll every member who is present in person
or by proxy shall have one vote for every 31/9 pence nominal of capital held
by him of whatever class.
 Voting rights of joint holders
 75
    
    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 member
 76
    
    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 at any general meeting of the Company and may exercise any other right
conferred by membership in relation to general meetings by or through any person authorised in such
circumstances to do so on his behalf (and that person may vote by proxy) provided that evidence to
the satisfaction of the Directors of the authority of the person claiming to exercise the right to
vote or such other right shall be received by the Company not later than the last time at which
appointments of proxies should have been received in order to be valid for use at that meeting or
on the holding of that poll.
 No right to vote where sums still payable
 77
    
    No member shall, unless the Directors otherwise decide, be entitled to vote (either personally
or by proxy) at any general meeting of the Company or upon a poll or to exercise any other right
conferred by membership in relation to general meetings or polls unless all calls or other sums
presently payable by him in respect of shares in the Company have been paid.
 Suspension of rights where non-disclosure of interest
 78
    
    (A) Where the holder of any shares in the Company, or any other person appearing to be
interested in those shares, fails to comply within the relevant period with any statutory notice in
respect of those shares or, in purported compliance with such a notice, has made a statement
   18 Unilever PLC




---



##### 



which is false or inadequate in a material particular, the Company may give the holder of those
shares a further notice (a restriction notice) to the effect that from the service of the
restriction notice those shares will be subject to some or all of the relevant restrictions, and
from service of the restriction notice those shares shall, notwithstanding any other provision of
these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing
the relevant restriction referred to in sub-paragraph (iii) of the definition of relevant
restrictions, the Directors may give notice to the relevant member requiring the member to change
the relevant shares held in uncertificated form to certificated form by the time stated in the
notice. The notice may also state that the member may not change any of the relevant shares held in
certificated form to uncertificated form. If the member does not comply with the notice, the
Directors may authorise any person to instruct the Operator to change the relevant shares held in
uncertificated form to certificated form.(B) If after the service of a restriction notice in respect of any shares the Directors are
satisfied that all information required by any statutory notice relating to those shares or any of
them from their holder or any other person appearing to be interested in the shares the subject of
the restriction notice has been supplied, the Company shall, within seven days, cancel the
restriction notice.
The Company may at any time at its discretion cancel any restriction notice or exclude any shares
from it. The Company shall cancel a restriction notice within seven days after receipt of a notice
in writing that the relevant shares have been transferred pursuant to an arms length sale.(C) Where any restriction notice is cancelled or ceases to have effect in relation to any
shares, any moneys relating to those shares which were withheld by reason of that notice shall be
paid without interest to the person who would but for the notice have been entitled to them or as
he may direct.(D) Any new shares in the Company issued in right of any shares subject to a restriction
notice shall also be subject to the restriction notice, and the Directors may make any right to an
allotment of the new shares subject to restrictions corresponding to those which will apply to
those shares by reason of the restriction notice when such shares are issued.(E) Any holder of shares on whom a restriction notice has been served may at any time request
the Company to give in writing the reason why the restriction notice has been served, or why it
remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that
information accordingly.(F) If a statutory notice is given by the Company to a person appearing to be interested in
any share, a copy shall at the same time be given to the holder, but the failure or omission to do
so or the non-receipt of the copy by the holder shall not invalidate such notice.
 (G) This article is in addition to, and shall not in any way prejudice or affect, the statutory
rights of the Company arising from any failure by any person to give any information required by a
statutory notice within the time specified in it. For the purpose of this article a statutory
notice need not specify the relevant period, and may require any information to be given before the
expiry of the relevant period.(H) In this article:-a sale is an arms length sale if the Directors are satisfied that it is a bona fide sale of the
whole of the beneficial ownership of the shares to a party unconnected with the holder or with any
person appearing to be interested in such shares and shall include a sale made by way of or in
pursuance of acceptance of a takeover offer and a sale made through a recognised investment
exchange or any other stock exchange outside the United Kingdom. For this purpose an associate
(within the definition of that expression in any statute relating to insolvency in force at the
date of adoption of this article) shall be included amongst the persons who are connected with the
holder or any person appearing to be interested in such shares;person appearing to be interested in any shares shall mean any person named in a response to a
statutory notice or otherwise notified to the Company by a member as being so interested or shown
in any register or record kept by the Company under the Companies Acts as so interested or, taking
into account a response or failure to respond in the light of the response to any other statutory
notice and any other relevant information in the possession of the Company, any person whom the
Company knows or has reasonable cause to believe is or may be so interested;person with a 0.25 per cent. interest means a person who holds, or is shown in any register or
record kept by the Company under the Companies Acts as having an interest in, shares in the Company
which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the
Company (calculated exclusive of any shares held as treasury shares), or of any class of such
shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the
date of service of the restriction notice;relevant period means a period of 14 days following service of a statutory notice;relevant restrictions mean in the case of a restriction notice served on a person with a 0.25 per
cent. interest that:-(i) the shares shall not confer on the holder any right to attend or vote either personally or by
proxy at any general meeting of the Company or at any separate general meeting of the holders of
any class of shares in the Company or to exercise any other right conferred by membership in
relation to general meetings;
   Unilever PLC 19




---



##### 



(ii) the Directors may withhold payment of all or any part of any dividends or other moneys payable
in respect of the shares and the holder shall not be entitled to receive shares in lieu of
dividend;(iii) the Directors may decline to register a transfer of any of the shares which are
certificated shares, unless such a transfer is pursuant to an arms length sale
and in any other case mean only the restriction specified in sub-paragraph (i)of this
definition; andstatutory notice means a notice served by the Company under the Companies Acts requiring
particulars of interests in shares or of the identity of persons interested in shares.
 Objections
 79
    
    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.
 PROXIES
 Appointment of proxies
 80
    
    An appointment of a proxy shall be in writing signed by the appointor or his duly authorised
attorney 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. If a member appoints more than one
proxy and the proxy forms appointing those proxies would give those proxies the apparent right to
exercise votes on behalf of the member in a general meeting over more shares than are held by the
member, then each of those proxy forms will be invalid and none of the proxies so appointed will be
entitled to attend, speak or vote at the relevant general meeting.
 Receipt of proxies
 81
    
    (A) The appointment of a proxy must:(i) in the case of an appointment made in hard copy form, be received at the office (or such
other place as may be
 specified by the Company for the receipt of appointments of proxy in hard copy form) 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 such shorter time as the Directors
may determine) before the time appointed for holding the meeting or adjourned meeting at which the
person named in the appointment proposes to vote;(ii) in the case of an appointment made by electronic means, be received at the address
specified by the Company for the receipt of appointments of proxy by electronic means not less than
forty eight hours (or such shorter time as the Directors may determine) 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 such an appointment 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 such address or at
the office (or such other place in the United Kingdom as may be specified by the Company for the
receipt of notices) not less than forty eight hours (or such shorter time as the Directors may
determine) before the time appointed for holding the meeting or adjourned meeting at which the
person named in the appointment proposes to vote;(iii) in the case of a poll taken more than forty eight hours after it was demanded, be
received as aforesaid not less than twenty four hours (or such shorter time as the Directors may
determine) before the time appointed for the taking of the poll;(iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting
but not more than forty eight hours after it was demanded, be received as aforesaid before the end
of the meeting at which it was demanded (or such later time as the board may determine),
   20 Unilever PLC




---



##### 



(B) The Directors may at their discretion determine that in calculating the periods mentioned in
this article no account shall be taken of any part of a day that is not a working day.
 Maximum validity of proxy
 82
    
    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 proxy
 83
    
    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 authority
 84
    
    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 by the Company for the receipt of appointments of proxy in the notice) not later than
the last time at which an appointment of a proxy should have been received in order to be valid for
use at the meeting or on the holding of the poll at which the vote was given or the poll taken.
 APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
 Number of Directors
 85
    
    Unless otherwise determined by ordinary resolution of the Company, the Directors shall be not less than six nor more than thirty in number.
 Shareholding qualification
 86
    
    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 Directors
 87
    
    Subject to the provisions of article 120 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 Directors
 88
    
    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 vacancies
 89
    
    The Company at any annual general meeting at which Directors retire may fill up the vacated
office 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 Directors
 90
    
    No person 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 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.
 Provisions if no eligible persons available
 91
    
    If at the annual general meeting in any year no persons shall be eligible to be elected as
Directors in accordance with article 90 or if the number of persons so eligible is less than the
minimum number for the time being in force under article 85 then the retiring Directors (other than
those eligible for re-election under article 90) 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 90 as
Directors or Director for the succeeding year.
   Unilever PLC 21




---



##### 



Provisions if insufficient eligible persons elected
 92
    
    (A) If at the annual general meeting in any year any resolution or resolutions for the
election or re-election of the persons eligible for election or re-election as Directors for the
succeeding year are put to the meeting and lost such that the number of Directors re-elected or
elected is fewer than the minimum number of Directors for the time being in force under article 85,
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 only act 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 92(A) at which all the Directors shall retire from
office. To the extent that the circumstances envisaged in article 92(A) occur in relation to any
meeting convened pursuant to this article 92(B), then the provisions of this article 92 shall also
apply to that general meeting and, if relevant, any subsequent general meeting or meetings.
 Power to remove Director by special resolution
 93
    
    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 Directors
 94
    
    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 is or has been suffering from mental or physical ill 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 communications by electronic means.
 Alternate Directors
 95
    
    (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 facto cease 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 communications by electronic means.
 Executive Directors
 96
    
    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 Chief Executive Officer) 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 of 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.
   22 Unilever PLC




---



##### 



Non-Executive Directors
 97
    
    Those Directors who do not hold executive office with the Company pursuant to article
96 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.
 REMUNERATION AND EXPENSES OF DIRECTORS
 Directors remuneration
 98
    
    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 its equivalent in any other currency based upon such foreign currency exchange rates as the
Directors shall determine) or such higher amount as may from time to time be decided by ordinary
resolution of the Company.
 Extra remuneration
 99
    
    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.
 Expenses
 100
    
    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 INTERESTS
 Conflicts of interest requiring board authorisation
 101
    
    (A) The Directors may, subject to the
quorum and voting requirements set out in this article, authorise any matter which would otherwise
involve a Director breaching his duty under the Companies Acts to avoid conflicts of interest
(Conflict).(B) A Director seeking authorisation in respect of a Conflict shall declare to the Directors the
nature and extent of his interest in a Conflict as soon as is reasonably practicable. The Director
shall provide the Directors with such details of the relevant matter as are necessary for the
Directors to decide how to address the Conflict together with such additional information as may be
requested by the Directors.
 (C) Any Director (including the relevant Director) may propose that the relevant Director be
authorised in relation to any matter the subject of a Conflict. Such proposal and any authority
given by the Directors shall be effected in the same way that any other matter may be proposed to
and resolved upon by the Directors under the provisions of these articles save that:(i) the relevant Director and any other Director with a similar interest shall not count towards
the quorum nor vote on any resolution giving such authority; and(ii) the relevant Director and any other Director with a similar interest may, if the other
Directors so decide, be excluded from any board meeting while the Conflict is under consideration.(D) Where the Directors give authority in relation to a Conflict, or where any of the situations
described in article 102(B) apply in relation to a Director (Relevant Situation):(i) the Directors may (whether at the relevant time or subsequently) (a) require that the relevant
Director is excluded from the receipt of information, the participation in discussion and/or the
making of decisions (whether at meetings of the Directors or otherwise) related to the Conflict or
Relevant Situation; and (b) impose upon the relevant Director such other terms for the purpose of
dealing with the Conflict or Relevant Situation as it may determine;(ii) the relevant Director will be obliged to conduct himself in accordance with any terms imposed
by the Directors in relation to the Conflict or Relevant Situation;(iii) the Directors may provide that where the relevant Director obtains (otherwise than through
his position as a Director of the Company) information that is confidential to a third party, the
Director will not be obliged to disclose that information to the Company, or to use or apply the
information in relation to the Companys affairs, where to do so would amount to a breach of that
confidence;(iv) the terms of the authority shall be recorded in writing (but the authority shall be effective
whether or not the terms are so recorded); and(v) the Directors may revoke or vary such authority at any time but this will not affect anything
done by the relevant Director prior to such revocation in accordance with the terms of such
authority.
 Other conflicts of interest
 102
    
    (A) If a Director is in any way directly or indirectly interested in a proposed contract with
the Company or a contract that has been entered into by the Company, he must declare the nature and
extent of that interest to the Directors in accordance with the Companies Acts.(B) Provided he has declared his interest in accordance with paragraph (A), a Director may:
   Unilever PLC 23




---



##### 



(i) be party to, or otherwise interested in, any contract with the Company or in which the
Company has a direct or indirect interest;(ii) 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 and upon such terms, including as to
remuneration, as the Directors may decide;(iii) act by himself or through a firm with which he is associated in a professional capacity for
the Company or any other Company in which the Company may be interested (otherwise than as
auditor);(iv) be or become a director or other officer of, or employed by or otherwise be interested in
any holding Company or subsidiary company of the Company or any other company in which the Company
may be interested; and(v) be or become a director of any other company in which the Company does not have an interest and
which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his
appointment as a director of that other company.
 Benefits
 103
    
    A Director shall not, by reason of his office or of the fiduciary relationship thereby
established, be liable to account to the Company or the members for any remuneration, profit or
other benefit realised by reason of his having any type of interest authorised under Article 101(A)
or permitted under Article 102(B) and no contract shall be liable to be avoided on the grounds of a
Director having any type of interest authorised under Article 101(A) or permitted under Article
102(B).
 Quorum and voting requirements
 104
    
    (A) 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.(B) 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 has a Relevant Interest in it.
 (C) 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 has an interest and, if he shall do so, his vote
shall not be counted, but this prohibition shall not apply to any resolution where that interest
cannot reasonably be regarded as likely to give rise to a conflict of interest or where that
interest arises only from one or more 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 or by any other person at the request of or for the benefit of the
Company or any of its subsidiary undertakings;(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 subsidiary undertakings for which he himself has assumed
responsibility in whole or in part under a guarantee or indemnity or by the giving of security;(iii) the giving to him of any other indemnity where all other Directors are also being offered
indemnities on substantially the same terms;(iv) the funding by the Company of his expenditure on defending proceedings or the doing by the
Company of anything to enable him to avoid incurring such expenditure where all other Directors are
being offered substantially the same arrangements;(v) where the Company or any of its subsidiary undertakings is offering securities in which offer
the Director is or may be entitled to participate as a holder of securities or in the underwriting
or sub-underwriting of which the Director is to participate;(vi) 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;(vii) any contract concerning any other company (not being a company in which the Director has a
Relevant Interest) in which he is interested directly or indirectly whether as an officer,
shareholder, creditor or otherwise howsoever;(viii) any contract concerning the adoption, modification or operation of a pension fund,
superannuation or similar scheme or retirement, death or disability benefits scheme or employees
share scheme which relates both to Directors and employees of the Company or of any of its
subsidiary undertakings 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;(ix) any contract for the benefit of employees of the Company or of any of its subsidiary
undertakings under which he benefits in a similar manner to 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; and
   24 Unilever PLC




---



##### 



(x) any contract for the purchase or maintenance of insurance against any liability for, or for
the benefit of, any Director or Directors or for, or for the benefit of, persons who include
Directors.(D) A company shall be deemed to be one in which a Director has a Relevant Interest if and so long
as (but only if and so long as) he is to his knowledge (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 in that company held as treasury
shares) or of the voting rights available to members of that company. In relation to an alternate
director, an interest of his appointor shall be treated as an interest of the alternate director
without prejudice to any interest which the alternate director has otherwise.(E) Where a company in which a Director has a Relevant Interest is interested in a contract, he
also shall be deemed interested in that contract.(F) If any question shall arise at any meeting of the Directors as to the interest of a Director
(other than the chairman of the meeting) in a contract and whether it is likely to give rise to a
conflict of interest 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 the Directors 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 of the meeting 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 of the meeting (so far as it is known to him) has not been
fairly disclosed to the Directors.(G) Subject to these articles, the Directors may 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 it thinks 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. Subject to these articles, a Director may also vote on and be counted in the
quorum in relation to any of such matters.
 General
 105
    
    (A) References in articles 101 - 104 and in this article to:(i) a contract include references to any proposed contract and to any transaction or arrangement or
proposed transaction or arrangement whether or not constituting a contract; and(ii) a conflict of interest include a conflict of interest and duty and a conflict of duties.(B) The Company may by ordinary resolution suspend or relax the
 provisions of articles 101 - 104 to
any extent or ratify any contract not properly authorised by reason of a contravention of such
articles.
 POWERS AND DUTIES OF THE DIRECTORS
 General powers of Company vested in Directors
 106
    
    Subject to the provisions of the Companies Acts 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 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 boards
 107
    
    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 attorney
 108
    
    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.
   Unilever PLC 25




---



##### 



Delegation to individual Directors
 109
    
    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.
 Registers
 110
    
    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
 111
    
    (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.
 (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 fide estimate 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.
   26 Unilever PLC




---



##### 



Pensions
 112
    
    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 employees
 113
    
    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 DIRECTORS
 Meetings of Directors
 114
    
    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 meetings
 115
    
    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 may waive his
entitlement to notice of any meeting either prospectively or retrospectively and any retrospective
waiver shall not affect the validity of the meeting or of any business conducted at the meeting.
 Quorum
 116
    
    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 Directors
 117
    
    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 chairman
 118
    
    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 meetings
 119
    
    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.
 Voting
 120
    
    Questions arising at any meeting shall be determined by a majority of votes, except that the
powers conferred on the Directors by article 87 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 communication by electronic means
subject to such terms and conditions as the Directors may decide.
 Delegation to committees
 121
    
    (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.
   Unilever PLC 27




---



##### 



(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 Chief Executive Officer
 122
    
    The Board may entrust to and confer upon the Chief Executive Officer 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 telephone
 123
    
    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.
 Resolution in writing
 124
    
    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.
 Validity of acts of Directors or committee
 125
    
    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 made
 126
    
    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.
 SEALS
 Use of seals
 127
    
    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 121 and 122. 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 one Director in the presence of a witness who attests the signature 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 PAYMENTS
 Application of profits
 128
    
    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.
   28 Unilever PLC




---



##### 



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 dividends
 129
    
    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 dividends
 130
    
    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.
 Dividends to be paid according to amounts paid up on shares
 131
    
    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 deducted
 132
    
    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 Company
 133
    
    No dividend or other moneys payable by the
Company on or in respect of any share shall bear interest against the Company.
 Payment procedures
 134
    
    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 dividends
 135
    
    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 specie
 136
    
    Any general meeting declaring a dividend may, upon the recommendation of the Directors, by
ordinary resolution direct, and the Directors may in relation to any interim dividend 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 PROFITS
 Power to capitalise profits
 137
    
    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
Ordinary Shares that are to be allotted and distributed as fully paid up, 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,
   Unilever PLC 29




---



##### 



and any reserve or fund representing unrealised profits, may be applied only in paying up in
full Ordinary Shares of the Company that are to be allotted and distributed as fully paid up, and
(ii) where the amount capitalised is applied in paying up in full shares that are to be allotted
and distributed as fully paid up, 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.
 Scrip dividends
 138
    
    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 all 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 rules 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) or 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 profits
 139
    
    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 RECORDS
 Record dates
 140
    
    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.
   30 Unilever PLC




---



##### 



Inspection of records
 141
    
    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 DOCUMENTS
 Service of notices
 142
    
    Any notice, document (including a share certificate) or other information may be served on,
sent or supplied 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 or supplying it in
electronic form 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 in
electronic form. 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 in electronic form
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. The Company may at any time and
in its sole discretion choose to serve, send or supply notices, documents or other information in
hard copy form alone to some or all of the members.
 Members resident abroad
 143
    
    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 or where applicable by making them available on a
website and notifying the holder 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 or where applicable by
making them available on a website and notifying the holder 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 served
 144
    
    Any notice or document, if sent by post, shall be deemed to have been served 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 communication by electronic means) 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 using electronic means shall be deemed to have been
received on the day following that on which it was sent notwithstanding that the Company
subsequently sends a hard copy of such notice, document or information by post. Any notice,
document or other information made available on a website shall be deemed to have been received on
the day on which the notice, document or other information was first made available on the website
or, if later, when a notice of availability is received or deemed to have been received pursuant to
this article. In proving that a notice, document or other information served, sent or supplied by electronic
means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.
Any notice, document or other information served, sent or supplied by the Company by any other
means authorised in writing by the member concerned shall be deemed to have been received when the
Company has carried out the action it has been authorised to take for that purpose.
 Service of notice to person entitled by transmission
 145
    
    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 purpose of
communications by electronic means 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
   Unilever PLC 31




---



##### 



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.
 Notice when post not available and notice given by advertisement
 146
    
    (A) If there is a suspension
or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the
Company need only give notice of a general meeting to those members with whom the Company can
communicate by electronic means and who have provided the Company with an address for this purpose.
The Company shall also advertise the notice in at least two newspapers with a national circulation
in the United Kingdom and make it available on its website from the date of such advertisement
until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to
the meeting the sending or supply of notices by post in hard copy form has again become generally
possible, the Company shall send or supply confirmatory copies of the notice by post to those
members who would otherwise receive the notice in hard copy form.(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 DOCUMENTS
 Consequences of destruction of documents
 147
    
    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,
  WINDING-UP
 Order of priority in winding-up
 148
    
    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 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.
 INDEMNITY
 Indemnification of Directors
 149
    
    To the extent permitted by the Companies Acts, the Company may indemnify any Director against
any liability and may purchase and maintain for any Director insurance against any liability. No
Director of the Company or of any associated company 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. For the purpose of this
article the term Director shall include any former Director of the Company.
   32 Unilever PLC




---



##### 



Capital Alterations
 
 
  
 Resolution
 
  That
 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.
   Unilever PLC 33




---



##### 



In the High Court of Justice
 
 CHANCERY DIVISION
MR. JUSTICE SIMONDS
Monday the 15th day of November, 1937
In the Matter of UNILEVER LIMITED
and
In the Matter of LEVER BROTHERS, LIMITED
and
In the Matter of THE COMPANIES ACT, 1929
    
    Fo. 272
W.4
Stamp £2
(Seal)
 Upon the Petition
 And
 This Court doth hereby sanction
 And this Court doth order
 And the Court doth hereby approve
 And it is ordered
 And it is ordered
 And it is ordered
 ARTHUR STIEBEL,  Registrar
   34 Unilever PLC




---



##### 



Minute Approved by the Court
 
 
 
   Unilever PLC 35




---



##### 



Certificate of Registration
 of Order of Court and Minute on reduction of Capital
  
    
 P. MARTIN,  Assistant Registrar of Companies.
 36 Unilever PLC




---



##### 



Resolution
 
 That
  
 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.
   Unilever PLC 37




---



##### 



In the High Court of Justice
 
 CHANCERY DIVISION
MR. JUSTICE PLOWMANFO. 123 R.28
Monday the 24th day of October 1966
    
    Seal
Supreme
Court of
Judicature
 
 Upon the Petition
 And Upon Hearing
 And Upon Reading
 This Court doth hereby sanction
 And this Court doth order
 And the Court doth hereby approve
 And it is ordered
 And it is ordered The Times
 MAURICE BERKELEY,  Registrar
   38 Unilever PLC




---



##### 



In the High Court of Justice
 
 CHANCERY DIVISION
 
 
 Scheme of Arrangement
  
 (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(6)
    
    its Deferred Stock.
 PRELIMINARY
  the Company
    
    means Unilever Limited;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;
 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;the term assented in relation to
Preferential Stock
    
    means Preferential Stock which is
not non-assented;the New Loan Stock
    
    means the Unsecured Loan Stock of
the Company to be created pursuant
to Clause 1 of this Scheme;the Effective Date
    
    means the day on which this Scheme
becomes effective in accordance
with Clause 9 of this Scheme;this Scheme
    
    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;holder
    
    includes person entitled by
transmission.
   Unilever PLC 39




---



##### 



THE SCHEME
 Creation of New Loan Stock
 1
    
    (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 73/4 per cent. Unsecured
Loan Stock 1991/2006;(ii) up to £2,360,000 51/2 per cent. Unsecured
Loan Stock 1991/2006.(b) The New Loan Stock shall be constituted by a Trust Deed 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 Capital
 2
    
    (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 Stock
 3
    
    (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:
 Table
1
£100 Preferential Stock
7 per cent.
Cumulative Preference
Stock.
    
    2
New Loan Stock
£100 73/4 per cent.
Unsecured Loan
Stock 1991/2006.5 per cent.
Cumulative Preference
Stock.
    
    £100 51/2 per cent.
Unsecured Loan
Stock 1991/2006.
 8 per cent.
Cumulative A Preference
Stock.
    
    £114 73/4 per cent.
Unsecured Loan
Stock 1991/2006.20 per cent.
Cumulative Preferred
Ordinary Stock.
    
    £284 73/4 per cent.
Unsecured Loan
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 73/4 per 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 73/4 per cent. Unsecured Loan Stock which, but for the provisions of
paragraph (b) of this Clause, would have been allotted to such holder.
 Dividends and Interest
 4
    
    (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 the day
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-Assent
 5
    
    (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.
   40 Unilever PLC




---



##### 



Modification of Rights attached to Classes of Share Capital
 6
    
    (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 the alteration 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 Payments
 7
    
    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 Date
 9
    
    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 Condition
 11
    
    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 A
 Provisions relating to New Loan Stock
 1 2 1 2 3 4 3 4 inter alia
 1
    
    AmountsThe
51/2
per cent. Stock will not exceed £2,360,000; 
the
73/4 per cent. Stock will not exceed £60,335,050.2
    
    InterestThe 51/2 per cent. Stock and the 73/4 per cent. Stock will carry interest respectively at the rates of
51/2 per cent. and 73/4 per 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
51/2 per cent. Stock and £3 17s. 6d. (less income tax) per £100 nominal of the 73/4 per cent. Stock.
   Unilever PLC 41




---



##### 



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 of the 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
51/2 per cent. Stock and £105 per cent. in the case of the
73/4 per 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
51/2 per cent. Stock and the
73/4 per 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 and shall 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 payable on 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 taken into account;(iv) any borrowings of the Company or any of its subsidiaries for 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 issued equity 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;
   42 Unilever PLC




---



##### 



(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
   Unilever PLC 43




---



##### 



44 Unilever PLC




---



##### 



of Order of Court and Minute on reduction of Capital
      
 A. E. WHITBY,  Assistant Registrar of Companies.
 Unilever PLC 45




---



##### 



That
 (a)
 (b)
 
   46 Unilever PLC




---



##### 



CHANCERY DIVISION
MR. JUSTICE HARMAN
 FO. 228 C1
  
  Upon the Petition
 And upon hearing
 And upon reading
 This Court doth order
 And the Court doth hereby approve
 And it is ordered
 And it is ordered
 JOHN BRADBURN,  Registrar
 
   Unilever PLC 47




---



##### 



48 Unilever PLC




---



##### 



of Order of Court and Minute on reduction of Capital
  
     T. G. THOMAS,  An Authorised Officer
 Unilever PLC 49




---



##### 



That
 
      
 That
 
   50 Unilever PLC




---



##### 



That
 
      
 That
 
   Unilever PLC 51




---



##### 



That
 
   52 Unilever PLC




---



##### 



In the High Court of Justice
 
  CHANCERY DIVISION
COMPANIES COURT
MR. JUSTICE MILLETT
  
  Upon the Petition
 And Upon Hearing
 And Upon Reading
 It is ordered
 And the Court approves
 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.
    Unilever PLC 53




---



##### 



Minute Approved by the Court
 
  
    54           Unilever PLC




---



##### 



Certificate of Registration
 of Order of Court and Minute
on reduction of Share Capital
 
     An Authorised Officer.
 Unilever PLC 55




---



##### 



Special and other Resolutions
 
 
  
 Resolution
 
 That
  
 Resolution
 
 That
 
   56           Unilever PLC




---



##### 



Resolutions
 
 That
 That
    
 Resolution
 
 That
    Unilever PLC 57




---



##### 



Resolution
 
 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.
    
 Resolution
 
 That
    58           Unilever PLC




---



##### 



Resolutions
 
 That
 That
    
 Resolutions
 
 That
 (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.
   Unilever PLC 59




---



##### 



(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(l)
    
    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.
 That
 That
 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
   60           Unilever PLC




---



##### 



(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 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.
   Unilever PLC 61




---



##### 



Resolutions
 
 That
 (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 Officers
 That
 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.
   62 Unilever PLC




---



##### 



Resolutions
 
 That
 (a)
    
    by deleting Article 14 and substituting therefor the following:
 Execution of share certificates
 14
    
    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 telephone
 128
    
    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 procedures
 141
    
    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.
 That
 (a)
    
    by deleting Article 57 and substituting therefor the following:
 Cessation of sending dividend payments
 57
    
    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.
   Unilever PLC 63




---



##### 



(b)
    
    by deleting Article 134 and substituting therefor the following:
 Use of seals
 134
    
    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.
 That
 (a)
    
    by deleting Article 75 and substituting therefor the following:
 Adjournments and notice of adjournment
 75
    
    (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 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 either sine dieor to
another time or place. When a meeting is adjourned sine 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.
 (b)
    
    by deleting Article 76 and substituting therefor the following:
 Security and other arrangements at general meetings
 76
    
    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.
   64 Unilever PLC




---



##### 



Resolution
 
 That
 (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 shares
 12.1
    
    (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 shares
 12.2
    
    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.
   Unilever PLC 65




---



##### 



(d)
    
    by deleting Article 34 and substituting therefor the following:
 Transfer
 34
    
    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 the first 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 transfer
 37
    
    (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 transmission
 42
    
    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:
   (ii)
    
    by inserting the following words:
   (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.
   66 Unilever PLC




---



##### 



(n)
    
    by deleting Article 70 and substituting therefor the following:
 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.(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.
    
 Resolutions
 
 That
 That
 (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.
   Unilever PLC 67




---



##### 



Resolutions
 
 That,
 (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:
 Capital
 9
    (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.
   68 Unilever PLC




---



##### 



That
 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;
   Unilever PLC 69




---



##### 



(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);
   70 Unilever PLC




---



##### 



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.
   Unilever PLC 71




---



##### 



Resolution
 
 That
 Appendix 1, Part 2:
 1
    
    the amendment of article 2 by
   2
    
    the deletion of article 74 and substitution therefore of the following:
 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.;
 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 qualification
 97
    
    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 Directors
 101
    
    No persons shall be eligible to be elected as Directors except such persons as shall:
 (A)
 (B)
  6
    
    the insertion of a new article 103 as follows and the consequential renumbering of all subsequent
articles:
 Provisions if insufficient eligible persons elected
 103
    
    (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.
   72 Unilever PLC




---



##### 



(B)
 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 Directors
  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 Remuneration
 109
    
    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 Committee
 130
    
    (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)
 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.
   Unilever PLC 73




---



##### 



Resolution
 
 That
 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.; and
 13
    
    to the extent necessary, the renumbering of the articles and relevant cross-references to take
into account the changes set out above.
   74 Unilever PLC




---



##### 



Resolution
 
 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 Executive
 130
    
    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 Directors
   Unilever PLC 75




---



##### 



Resolution
 
 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 Shares that are unissued shall be
consolidated into new Ordinary shares of 31/9pence 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 31/9 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
31/9 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 31/9 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
31/9 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).
   76 Unilever PLC




---



##### 



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 Directors
 99
    
    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 Directors
 101
    
    No person shall be eligible to be elected as a Director unless:
 (d)
    
    deleting article 102 and substituting therefor the following:
 Provisions if no eligible persons available
 102
    
    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 elected
 103
    
    (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.
   Unilever PLC 77




---



##### 



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.
 
   78 Unilever PLC




---



##### 



Resolution
 
 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.
   Unilever PLC 79




---



##### 



Resolution
 
 1
    
    THAT the Articles of Association produced to the meeting and initialled by the Chairman of
the meeting for the purpose of identification be adopted as the Articles of Association of the
Company in substitution for, and to the exclusion of, the existing Articles of Association.
 
    
 Resolution
 
 1
    
    THAT
 (a)
    
    the Articles of Association of the Company be amended by deleting all the provisions of the
Companys Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006,
are to be treated as provisions of the Companys Articles of Association; and(b)
    
    the Articles of Association produced to the meeting and initialled by the Chairman of the
meeting for the purpose of identification be adopted as the Articles of Association of the
Company in substitution for, and to the exclusion of, the existing Articles of Association.
 
   80 Unilever PLC




---



##### 



Unilever N.V.
Weena 455, PO Box 760
3000 DK Rotterdam
The Netherlands
T  +31 (0)10 217 4000
F  +31 (0)10 217 4798
 Commercial Register Rotterdam
Number: 24051830
 Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T  +44 (0)20 7822 5252
F  +44 (0)20 7822 5951
 Unilever PLC registered office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom
 Registered in England and Wales
Company Number: 41424
 www.unilever.com