(UNILEVER LOGO) Company No. 41424
 Memorandum and Articles of Association
 and Special and other Resolutions ofUnilever PLC
(incorporated 21 June 1894)
 14
May 2008
 Adding Vitality to life




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PageCERTIFICATE OF INCORPORATION 
OF LEVER BROTHERS, LIMITED
    
    
    4CERTIFICATE OF CHANGE OF NAME
TO LEVER BROTHERS & UNILEVER LIMITED
    
    
    5CERTIFICATE OF CHANGE OF NAME 
TO UNILEVER LIMITED
    
    
    6CERTIFICATE OF INCORPORATION 
AS A PUBLIC COMPANY
    
    
    7MEMORANDUM OF ASSOCIATIONClause1
    
    Name
    
    
    81a
    
    Public Company (adopted by resolution
of the Directors on 9th April, 1981)
    
    
    82
    
    Registered Office (adopted by resolution of the
Directors on 9th April, 1981 in place of the
original clause)
    
    
    83
    
    Objects (adopted by Special Resolution
on 18th May, 1983 in place of the original clause)
    
    
    84
    
    Limited Liability
    
    
    105
    
    Original capital
    
    
    10Subscribers to the Memorandum
    
    
    10CAPITAL ALTERATIONS12th October, 1937
Special Resolution for Reduction of Capital to £117,000,000;
conversion of 4,015,310 7 per cent. Cumulative Preference Shares
of £1 each into 4,015,310 5 per cent. Cumulative Preference Shares
of £1 each; consolidation of 24,850,752 20 per cent. Cumulative
Preferred Ordinary Shares of 5s. each and conversion into
6,212,688 Ordinary Shares of £1 each; conversion of 7,000,000 20
per cent. Cumulative A Preferred Ordinary Shares of £1 each into
7,000,000 Ordinary Shares of £1 each; subdivision of 2,150,000
Ordinary Shares of £10 each into 21,500,000 Ordinary Shares of £1
each; increase of capital to £141,418,750; conversion of unissued
shares into stock when issued and fully paid; and change of name
of Company to Lever Brothers & Unilever Limited
    
    
    1115th November, 1937
Order of the High Court sanctioning the Scheme of
Arrangement and Amalgamation between Unilever
Limited and its Stockholders and Lever Brothers,
Limited and confirming the reduction of the capital to
£117,000,000
    
    
    1215th November, 1937
Minute approved by the Court on reduction of capital
    
    
    1330th November, 1937
Certificate of registration of the above mentioned Order
of the High Court and Minute on reduction of capital
    
    
    1427th February, 1952
Special Resolution to change name of Company to
Unilever Limited
    
    
    15
 Page20th September, 1966
Special Resolutions for Reduction of Capital by the
cancellation of assented Preferential Stock (as defined in
the Scheme of Arrangement dated 25th August, 1966
between Unilever Limited and its six classes of members)
and of the 1,655,310 unissued 5 per cent. Cumulative
Preference Shares of £1 each and the 24,338,251
unissued 8 per cent. Cumulative A Preference Shares
of £1 each; increase of capital to £141,418,750;
redesignation of Preference and Preferred Ordinary Stock
and Shares
    
    
    1524th October, 1966
Order of the High Court sanctioning (with modifications)
Scheme of Arrangement dated 25th August, 1966,
between Unilever Limited and its six classes of members
as set forth in the First Schedule to the Order; confirming
the reduction of the capital to £64,274,506; approving
Minute (on reduction of capital) as set forth in the
Second Schedule to the Order
    
    
    165th December, 1966
Certificate of registration on 2nd December, 1966 of the
above mentioned Order of the High Court dated 24th
October, 1966 and relative Minute on reduction of capital
    
    
    2312th December, 1983
Special Resolution for the Reduction of Capital by the
cancellation of 24,993,904 Ordinary Shares and the
increase of the authorised Capital to £141,418,750
    
    
    2424th January, 1984
Order of the High Court confirming the reduction of
capital from £141,418,750 to £135,170,274 and Minute
approved by the Court
    
    
    2514th February, 1984
Certificate of registration on 27th January, 1984 of the
above mentioned Order of the High Court dated 24th
January, 1984 and relative Minute on reduction of
capital
    
    
    2723rd January, 1989
Special Resolution for the Reduction of Capital by
the repayment of the 7 per cent. and 5 per cent. First
Cumulative Preference Stocks, the 8 per cent. Second
Cumulative Preference Stock and the 20 per cent. Third
Cumulative Preferred Ordinary Shares
    
    
    2823rd January, 1989
Extraordinary Resolution at Class Meeting of the holders
of the 7 per cent. First Cumulative Preference relating to
the Reduction of Capital referred to above
    
    
    2823rd January, 1989
Extraordinary Resolutions at Class Meetings of the
holders of 5 per cent. First Cumulative Preference Stocks
and the 8 per cent. Second Cumulative Preference Stock
relating to the Reduction of Capital referred to above
    
    
    29




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Page23rd January, 1989
Extraordinary Resolutions at Class Meeting of the holders
of the 20 per cent. Third Cumulative Preferred Ordinary
Shares relating to the Reduction of Capital referred to
above
    
    
    3027th February, 1989
Order of the High Court confirming the Reduction
of Capital from £141,418,750 to £136,275,682 and
Minute approved by the Court
    
    
    3113th March, 1989
Certificate of registration on 2nd March, 1989 of the
above mentioned Order of the High Court dated 27th
February, 1989 and the relative Minute on Reduction of
Capital
    
    
    33ARTICLES OF ASSOCIATION
    
    
    34ArticleInterpretation1
    
    Exclusion of other Regulations
    
    
    342
    
    Definitions
    
    
    34Agreement for Distribution of Profits and Assets3
    
    Agreement with Unilever N.V.
    
    
    35Share Capital4
    
    Rights attached to shares
    
    
    355
    
    Redemption of shares
    
    
    356
    
    Trusts not recognised
    
    
    357
    
    Allotment of shares
    
    
    358
    
    Payment of commission
    
    
    359
    
    Capital
    
    
    3510
    
    Repayment of capital in a winding-up
    
    
    3511
    
    Modification of rights
    
    
    36Evidence of Title to Shares12
    
    Uncertificated shares
    
    
    3613
    
    Certificated shares
    
    
    3714
    
    Replacement of certificates
    
    
    3715
    
    Execution of share certificates
    
    
    37Lien16
    
    Companys lien on shares not fully paid
    
    
    3717
    
    Enforcing lien by sale
    
    
    3718
    
    Validity of Sales
    
    
    3719
    
    Application of proceeds of sale
    
    
    37Calls on Shares20
    
    Calls
    
    
    3821
    
    Payment on calls
    
    
    3822
    
    Liability of joint holders
    
    
    3823
    
    Interest due on non-payment
    
    
    3824
    
    Sums due on allotment to be treated as calls
    
    
    3825
    
    Power to differentiate
    
    
    3826
    
    Payment of calls in advance
    
    
    38
 PageForfeiture of Shares27
    
    Notice may be given if call or instalment not paid
    
    
    3828
    
    Form of notice
    
    
    3829
    
    Forfeiture of shares if non-compliance with notice
    
    
    3830
    
    Notice after forfeiture
    
    
    3831
    
    Sale of forfeited shares
    
    
    3832
    
    Arrears to be paid notwithstanding forfeiture
    
    
    3933
    
    Effect of forfeiture
    
    
    3934
    
    Statutory declaration as to forfeiture
    
    
    39Transfer of Shares35
    
    Transfer
    
    
    3936
    
    Execution of transfer
    
    
    3937
    
    Right to decline to register transfer of partly
paid shares
    
    
    3938
    
    Further rights to decline to register transfer
    
    
    3939
    
    Notice of refusal
    
    
    3940
    
    No fee payable on registration
    
    
    40Transmission of Shares41
    
    Transmission of registered shares on death
    
    
    4042
    
    Entry of transmission in register
    
    
    4043
    
    Election of person entitled by transmission
    
    
    4044
    
    Rights of person entitled by transmission
    
    
    40Conversion of Shares into Stock45
    
    Conversion of shares into stock
    
    
    4046
    
    Rights of stockholders
    
    
    40Share Warrants to Bearer47
    
    Issue of share warrants
    
    
    4048
    
    Bearer of warrants deemed a member
of the Company
    
    
    4149
    
    Restrictions on attending and voting at meetings
    
    
    4150
    
    One name only to be received as holder
of share warrant
    
    
    4151
    
    Issue of deposit certificate in respect
of share warrants
    
    
    4152
    
    Surrender of deposit certificate
    
    
    4153
    
    Restriction on exercise of rights of membership
    
    
    4154
    
    Issue of new share warrants
    
    
    4155
    
    Transfer of share warrants
    
    
    4156
    
    Issue of shares on surrender of share warrants
    
    
    41Untraced Shareholders57
    
    Sale of shares of untraced shareholders
    
    
    4158
    
    Cessation of sending dividend payments
    
    
    42Increase of Capital59
    
    Power to increase capital
    
    
    4260
    
    New shares may be offered to existing members
    
    
    4261
    
    Status of new shares
    
    
    42Alteration of Capital62
    
    Power to consolidate, sub-divide and cancel
    
    
    4363
    
    Fractions
    
    
    4364
    
    Reduction of capital
    
    
    4365
    
    Purchase of own shares
    
    
    43
   Unilever PLCMemorandum and Articles of Association 2007
    
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PageGeneral Meetings66
    
    Insufficient Directors within the United Kingdom
    
    
    43Notice of General Meetings67
    
    Omission or non-receipt of notice
    
    
    43Proceedings at General Meetings68
    
    Quorum
    
    
    4369
    
    Dissolution and adjournment of meeting
if quorum not present
    
    
    4370
    
    Chairman of general meeting
    
    
    4471
    
    Entitlement to attend and speak
    
    
    4472
    
    Adjournments and notice of adjournment
    
    
    4473
    
    Security and other arrangements at general meetings
    
    
    44Voting74
    
    Method of voting
    
    
    4475
    
    Effect of properly demanded poll
    
    
    4576
    
    When poll to be taken
    
    
    4577
    
    Continuance of business after demand for poll
    
    
    4578
    
    Casting vote of chairman
    
    
    4579
    
    Voting rights
    
    
    4580
    
    Voting rights of joint holders
    
    
    4581
    
    Exercise of voting rights for incapable member
    
    
    4582
    
    No right to vote where sums still payable
    
    
    4583
    
    Suspension of Rights where Non-Disclosure of Interest
    
    
    4584
    
    Objections
    
    
    46Proxies85
    
    Appointment of proxies
    
    
    4786
    
    Receipt of proxies
    
    
    4787
    
    Maximum Validity of proxy
    
    
    4788
    
    Form of proxy
    
    
    4789
    
    Determination of authority
    
    
    47Appointment, Retirement and Removal
of Directors90
    
    Number of Directors
    
    
    4891
    
    Shareholding qualification
    
    
    4892
    
    Power for Directors to fill casual vacancies or
appoint additional Directors
    
    
    4893
    
    Retirement of Directors
    
    
    4894
    
    Meeting to fill up vacancies
    
    
    4895
    
    Persons eligible as Directors
    
    
    4896
    
    Provisions if no eligible persons available
    
    
    4897
    
    Provisions if insufficient eligible persons elected
    
    
    4898
    
    Power to remove Director by special resolution
    
    
    4899
    
    Disqualification of Directors
    
    
    48100
    
    Alternate Directors
    
    
    49101
    
    Executive Directors
    
    
    49102
    
    Non-Executive Directors
    
    
    49Remuneration and Expenses of Directors103
    
    Directors remuneration
    
    
    49104
    
    Extra remuneration
    
    
    49105
    
    Expenses
    
    
    50
 PageDirectors InterestsPermitted Interests and Voting106
    
    Conflicts of interest requiring board authorisation
    
    
    50107
    
    Other conflicts of interest
    
    
    50108
    
    Benefits
    
    
    51109
    
    Quorum and voting requirements
    
    
    51110
    
    General
    
    
    52Powers and Duties of the Directors111
    
    General powers of Company vested in Directors
    
    
    52112
    
    Establishment of local boards
    
    
    52113
    
    Powers of attorney
    
    
    52114
    
    Delegation to individual Directors
    
    
    52115
    
    Powers in respect of official seals
    
    
    52116
    
    Registers
    
    
    52117
    
    Power to borrow money and give security
    
    
    53118
    
    Pensions
    
    
    53119
    
    Provision for employees
    
    
    54Proceedings of the Directors120
    
    Meetings of Directors
    
    
    54121
    
    Notice of meetings
    
    
    54122
    
    Quorum
    
    
    54123
    
    Effect of vacancies in number of Directors
    
    
    54124
    
    Power to appoint chairman
    
    
    54125
    
    Competence of meetings
    
    
    54126
    
    Voting
    
    
    54127
    
    Delegation to committees
    
    
    54128
    
    Delegation to Group Chief Executive
    
    
    54129
    
    Participation in meetings by telephone
    
    
    55130
    
    Resolution in writing
    
    
    55131
    
    Validity of acts of Directors or committee
    
    
    55132
    
    Minutes to be made
    
    
    55Seals133
    
    Use of seals
    
    
    55Dividends and Other Payments134
    
    Application of profits
    
    
    55135
    
    Declaration of dividends
    
    
    55136
    
    Interim dividends
    
    
    56137
    
    Dividends to be paid according to amounts paid
up on shares
    
    
    56138
    
    Debts may be deducted
    
    
    56139
    
    Dividend not to bear interest against the Company
    
    
    56140
    
    Payment procedures
    
    
    56141
    
    Unclaimed dividends
    
    
    56142
    
    Dividends in specie
    
    
    56Capitalisation of Profits143
    
    Power to capitalise profits
    
    
    56144
    
    Scrip Dividends
    
    
    57145
    
    Settlement of difficulties in distribution on
capitalisation of profits
    
    
    57Record Dates and Accounting Records146
    
    Record dates
    
    
    57147
    
    Inspection of records
    
    
    57
   2
    
    Unilever PLCMemorandum and Articles of Association 2008




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PageService of Notices and Other Documents148
    
    Service of notices
    
    
    58149
    
    Members resident abroad
    
    
    58150
    
    When notice deemed served
    
    
    58151
    
    Service of notice to person entitled by transmission
    
    
    58152
    
    Notice when post not available and notice given
by advertisement
    
    
    59Destruction of Documents153
    
    Consequences of destruction of documents
    
    
    59Winding-Up154
    
    Order of priority in winding-up
    
    
    59Indemnity155
    
    Indemnification of Directors
    
    
    59SPECIAL AND OTHER RESOLUTIONS18th June, 1931
Resolution for Conversion of Shares into Stock
    
    
    6012th July, 1951
Resolution of Ordinary Stockholders sanctioning
modification of the terms of the Agreement dated 28th
June, 1946 between Lever Brothers & Unilever N.V. and
the Company referred to in Article 3 of the Companys
Articles of Association
    
    
    6027th October, 1961
Resolution re-converting the issued Ordinary Stock
into Ordinary Shares of 5s. 0d. each and sub-dividing
the unissued Ordinary Shares of £1 each into Ordinary
Shares of 5s. 0d. each
    
    
    61Special Resolution relating to resolutions for conversion
of Shares into Stock ceasing to apply to the Ordinary
Share capital17th May, 1978
Resolution re-converting 20 per cent. Third Cumulative
Preferred Ordinary Stock into Shares
    
    
    619th April, 1981
Resolution of the Directors to re-register as a public
company and to amend the Memorandum of Association
    
    
    6218th May, 1983
Special Resolution adopting new Clause 3 of the
Memorandum of Association
    
    
    6220th May, 1987
Resolution sub-dividing the Ordinary Shares of 25p each
into Ordinary Shares of 5p each
    
    
    63Special Resolution adopting new Articles of Association3rd May, 1989
Special Resolution amending the Articles of Association
on repayment of Preference Stocks and Preferred
Ordinary Shares
    
    
    63Special Resolution amending Article 145(a) of the
Articles of Association
    
    
    64
 PageSpecial Resolution adopting new Article 117 of the
Articles of Association
    
    
    644th May, 1994
Special Resolution amending Article 110 and adopting
new Article 158 of the Articles of Association
    
    
    66Special Resolution adopting new Article 127 of the
Articles of Association
    
    
    663rd May, 1995
Special Resolution adopting new Articles 14, 128 and
141 of the Articles of Association
    
    
    67Special Resolution adopting new Articles 57 and 134
of the Articles of Association
    
    
    67Special Resolution adopting new Articles 75 and 76
of the Articles of Association
    
    
    686th May, 1997
Special Resolution amending Articles 2, 35, 38, 39, 56, 57,
141, 145, 147, 150, 152 and 153 and adopting new Articles
12.1, 12.2, 34, 37, 42 and 70 of the Articles of Association
    
    
    6922nd September, 1997
Special Resolution adopting new Article 9 and amending
Article 83
    
    
    714th May, 1999
Special Resolution adopting new Article 9 and amending
Article 83
    
    
    729th May, 2001
Special Resolution amending Articles 2, 69, 72, 85, 92,
93, 104, 105, 121, 126, 129, 150, 151 and 152 and
adopting new Articles 89, 90, 91 and 95
    
    
    7312th May, 2004
Special Resolution amending Articles 2, 77, 118 and
134, adopting new Articles 74, 97, 101, 103, 108, 109
and 130, and deleting Articles 107, 127, 132 and 133
    
    
    76Special Resolution amending Articles 3, 11, 44, 56, 72,
75, 110, 144, 145, 156 and 158
    
    
    7811th May, 2005
Special Resolution amending Articles 107 and 108 and
substituting Articles 130 and 159
    
    
    799th May, 2006
Special resolution substituting Articles 9, 11(C), 99, 101,
102 and 103 and amending Article 109
    
    
    8016th May, 2007
Special resolutions amending Articles 2, 9, 83, 90(C),
109, 151 and 154 and substituting Article 155(A)
    
    
    8314th May, 2008
Special resolution adopting new Articles of Association
of the Company
    
    
    84
   Unilever PLCMemorandum and Articles of Association 2008
    
    3




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No. 41424 C
    
    N.L. 40439
 
 Certificate of Incorporation of Lever Brothers, Limited
 
   
   J. S. PURCELL,  Registrar of Joint Stock Companies.
 4
    
    Unilever PLC Memorandum and Articles of Association 2008




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Certificate of Change of Name
 
   
 P. MARTIN,  Registrar of Companies.
 Unilever PLCMemorandum and Articles of Association 2008
    
    5




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Change of
Name Certificate
  
   
 J. D. TODD,  Registrar of Companies.
 6
    
    Unilever PLCMemorandum and Articles of Association 2008




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Certificate of Incorporation on Re-registration as a Public Company
   D. B. NOTTAGE,  Registrar of Companies.
 Unilever PLCMemorandum and Articles of Association 2008
    
    7




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Memorandum of Association of Unilever PLC
 
  1*
    
    The name of the Company is UNILEVER PLC.1a
    
    The Company is to be a public company.2
    
    The registered office of the Company will
be situated in England and Wales.3**
    
    The objects for which the Company is established are:
 (1)
 (2)
 (3)
 (4)
 (5)
 (6)
 (7)
 (8)
 (9)
 (10)
 (11)
 (12)
 (13)
 (14)
     8
    
    Unilever PLCMemorandum and Articles of Association 2008




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(15)
 (16)
 (17)
 (18)
 (19)
 (20)
 (21)
 (22)
 (23)
 (24)
 (25)
 (26)
   Unilever PLCMemorandum and Articles of Association 2008
    
    9




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(27)
 (28)
 the
terms of any other paragraph or the name of the
Company, but may be carried out in as full and
ample a manner and shall be construed in as wide a
sense as if each of the said paragraphs defined
the objects of a separate, distinct and
independent company.4
    
    The liability of the Members is limited.5
    
    The capital of the Company is £1,500,000,*
divided into 75,000 Preference Shares of £10
each and 75,000 Ordinary Shares of £10 each.
There shall be attached to the said Preference
Shares a fixed cumulative preference dividend at the rate of £5 per cent. per annum on the
capital for the time being paid up thereon, and
as regards capital they shall rank before the
Ordinary Shares.The above-mentioned Preference and Ordinary
Shares in the original capital, and any new
shares, may be divided into different classes of
shares, with any altered or other preferential,
deferred, qualified, or special rights and
privileges, or without any preferential rights,
inter se, as may from time to time be determined
in accordance with the Companys regulations for
the time being.We, the several persons whose names and addresses
are subscribed, are desirous of being formed into
a Company in pursuance of this Memorandum of
Association, and we respectively agree to take the
number of shares in the capital of the Company set
opposite our respective names.
  Number of Preference SharesNames, addresses, and descriptions of Subscribers
    
    
    
    taken by each SubscriberEDMUND V. SALAMAN,
    
    Agent
    
    One224, Portsdown Road, Maida Vale, W.EDWARD JOSEPH DANCE,
    
    Agent
    
    One27, Ruth Street, Bolton, Lan.THOMAS JAMES RISEBOROUGH,
    
    Cashier
    
    One11, Langton Road, North Brixton, S.W.FREDERICK JAMES SCULLY,
    
    Clerk
    
    One72, Holsworthy Square, W.C.FREDERICK STACY,
    
    Clerk
    
    One60, Nelson Square, Blackfriars.FREDERICK D. PERCIVAL,
    
    Clerk
    
    OneParkside, St. Pauls Road, Tottenham, N.NICOLAS GLINZ,
    
    Clerk
    
    One5, Western Road, Brixton, S.W.
 
 EDWD. PALMER,  Solr.,
 CLERK TO MESSRS. HOLLAMS, SONS, COWARD & HAWKSLEY,  SoIrs.,
 *
    The capital of the Company has been altered by various Special Resolutions and Orders of the High
Court between the years 1896 and 1989. On the 10th May, 1999 it was £136,275,682 divided as shown
in Article 9 (see page 35).
 10
    
    Unilever PLCMemorandum and Articles of Association 2008




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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 PLCMemorandum and Articles of Association 2008
    
    11




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In the High Court of Justice
 
 CHANCERY DIVISION
MR. JUSTICE SIMONDS
Monday the 15th day of November, 1937
    
    
    Fo. 272
W.4
Stamp £2
(Seal)In the Matter of UNILEVER LIMITEDandIn the Matter of LEVER BROTHERS, LIMITEDandIn the Matter of THE COMPANIES ACT, 1929
 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
   12
    
    Unilever PLCMemorandum and Articles of Association 2008




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Minute Approved by the Court
 
  
   Unilever PLCMemorandum and Articles of Association 2008
    
    13




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Certificate of Registration
 of order of Court and minute on reduction of Capital
 (Pursuant to Sec. 58 of the Companies Act, 1929.)
 
  I hereby Certify  the Registration of the said Order and of a Minute, showing the present capital
and shares of the Company, as fixed by the said Order.
 
 P. MARTIN,  Assistant Registrar of Companies.
 14
    
    Unilever PLCMemorandum and Articles of Association 2008




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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 PLCMemorandum and Articles of Association 2008
    
    15




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In the High Court of Justice
 
 CHANCERY DIVISION
MR. JUSTICE PLOWMAN 
FO. 123 R.28
    
    
    Seal
Supreme
Court of
JudicatureMonday the 24th day of October 1966In the Matter of UNILEVER LIMITEDand In the Matter of THE COMPANIES ACT, 1948
 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
   16
    
    Unilever PLCMemorandum and Articles of Association 2008




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In the High Court of Justice
 
 CHANCERY DIVISION
 
 
 Scheme of Arrangement
 (under Section 206 of the Companies Act, 1948)
 betweenUNILEVER LIMITED and the holders of:
(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;
    
    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;(4)    its
20 per cent. Cumulative Preferred Ordinary Stock;(5)    its Ordinary Shares of 5s. each; and
(6)    its Deferred Stock.
    
    the term assented in relation to Preferential Stock
    
    means Preferential Stock which is not non-assented;PRELIMINARY
In this Scheme the following expressions shall bear the
following meanings:
    
    the New Loan Stock
    
    means the Unsecured Loan
Stock of the Company to be created pursuant to Clause 1
of this Scheme;the Company
    
    means Unilever Limited;
    
    the Effective Date
    
    means the day on which this Scheme becomes effective in
accordance withthe Preferential Stock
    
    means the £35,984,690
7 per cent. Cumulative
Preference Stock, the
£2,360,000 5 per cent.
Cumulative Preference Stock,
the £15,661,749 8 per cent.
Cumulative A Preference
Stock and the £2,287,312 20
per cent. Cumulative Preferred
Ordinary Stock in the capital
of the Company;
    
    this Scheme
    
    Clause 9 of
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 PLCMemorandum and Articles of Association 2008
    
    17




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##### 



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
    
    2£100 Preferential Stock
    
    New Loan Stock7 per cent.
    
    £100 73/4 per cent.Cumulative Preference
    
    Unsecured LoanStock.
    
    Stock 1991/2006.5 per cent.
    
    £100 51/2 per cent.Cumulative Preference
    
    Unsecured LoanStock.
    
    Stock 1991/2006.
 8 per cent.
    
    £114 73/4 per cent.Cumulative A Preference
    
    Unsecured LoanStock.
    
    Stock 1991/2006.20 per cent.
    
    £284 73/4 per cent.Cumulative Preferred
    
    Unsecured LoanOrdinary Stock.
    
    Stock 1991/2006.
 (b)
 (c) 3 4 3 4
 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.
   18
    
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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
wiII 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 PLCMemorandum and Articles of Association 2008
    
    19




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3
    
    Redemption, Purchase and Final Repayment
 (a)
 (b)
 (c) 1 2 3 4
 (d) 1 2 3 4
 (e)
 4
    
    Limitation on Borrowings
 (A)
 (B)
  (i)
 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 5
    
    Definitions
  (i)
   20
    
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2008




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##### 



(ii)
 (iii)
 (iv)
 (v)
 6
    
    Transfer
  7
    
    Modification of Rights
  8
    
    Indemnification
 APPENDIX B
   Unilever PLCMemorandum and Articles of Association
2008
    
    21




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Minute Approved by the Court
 
  
   22
    
    Unilever PLCMemorandum and Articles of Association
2008




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##### 



Certificate of Registration
 of order of Court and minute on reduction of Capital
 
     A. E. WHITBY,  Assistant Registrar of Companies.
   Unilever PLCMemorandum and Articles of Association
2008
    
    23




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Resolution
 
  That  (a)
 (b)
   24
    
    Unilever PLCMemorandum and Articles of Association
2008




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In the High Court of Justice
 
  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 PLCMemorandum and Articles of Association
2008
    
    25




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Minute Approved by the Court
 
  
    26
    
    Unilever PLCMemorandum and Articles of Association
2008




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##### 



Certificate of Registration
 of order of Court and minute on reduction of Capital
 
  
    
  T. G. THOMAS,  An Authorised Officer
    Unilever PLCMemorandum and Articles of Association
2008
    
    27




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##### 



Resolution
 
  That
 
    Resolution
 
  That
   28
    
    Unilever PLCMemorandum and Articles of Association
2008




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##### 



Resolution
 
  That
    Resolution
 
  That
   Unilever PLCMemorandum and Articles of Association
2008
    
    29




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Resolution
 
  That
   30
    
    Unilever PLCMemorandum and Articles of Association
2008




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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 PLCMemorandum and Articles of Association
2008
    
    31




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Minute Approved by the Court
 
  
   32
    
    Unilever PLCMemorandum and Articles of Association
2008




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##### 



Certificate of Registration
 of order of Court and minute
 on reduction of share Capital
 
     An Authorised Officer.
   Unilever PLCMemorandum and Articles of Association
2008
    
    33




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##### 



Articles of Associationof Unilever PLC
  
  INTERPRETATION
 Exclusion of other Regulations
 1
    
    No regulations set out in any statute, or in any
statutory instrument made under any statute,
concerning companies shall apply as regulations or
articles of the Company.
 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;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;
   34
    
    Unilever PLCMemorandum and Articles of Association
2008




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##### 



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;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 and 21st
December, 1981) with Unilever N.V. of the
Netherlands known as the Equalisation Agreement
for the distribution of profits and assets of both
companies the Directors shall carry the same into
effect, with full power nevertheless from time to
time, subject to the sanctions hereinafter
mentioned, to agree to any modification of the
terms of the said Agreement and the provisions of
these articles shall be subject to the said
Agreement. No modification of the terms of the
said Agreement shall be made without the previous
sanction of:
 (A)
 (B)
  SHARE CAPITAL
 Rights attached to shares
 4
    
    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.
 Redemption of shares
 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.
 Trusts not recognised
 6
    
    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
 7
    
    Subject to the provisions of the Companies Acts
and these articles, the unissued shares of the
Company (whether forming part of the original or
any increased capital) shall be at the disposal
of the Directors who may offer, allot, grant
options over or otherwise dispose of them to such
persons, at such times and for such consideration
and upon such terms as the Directors may decide.
 Payment of commission
 8
    
    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.
 Capital
 9
    
    (A) On the 22nd May, 2006 the authorised capital
of the Company was £136,275,682, divided as
follows: 4,377,075,492 Ordinary Shares of 3 1/9
pence each and 100,000 Deferred Shares of £1 each,
all of which Deferred Shares have been issued and
are now represented by £100,000 Deferred Stock.(B) Ordinary Shares of 3 1/9 pence each and the
Deferred Shares of £1 each shall respectively confer
on the holders thereof the right to receive dividends
in accordance with the provisions of articles 135 and
136 hereof.
 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.
   Unilever PLCMemorandum and Articles of Association
2008
    
    35




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##### 



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 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)
 (C)
 (D)
 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
 (B)
 (i)
 (ii)
 (iii)
  (C)
 (D)
 (i)
 (ii)
 (iii)
   36
    
    Unilever PLCMemorandum and Articles of Association
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(E)
 (F)
 (G)
 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 be 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.
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2008
    
    37




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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) 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, reallotted 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.
   38
    
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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, 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, reallotment 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)
 (B)
 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)
 (i)
 (ii)
 (iii)
 (C)
 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.
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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 of bankruptcy of a
member or of any other event giving rise to
its transmission by operation of law is proved
to the satisfaction of the Directors, the
Directors shall cause the entitlement of that
person to be noted in the register.
 Election of person entitled by 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
   40
    
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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 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)
 (B)
 (C)
 (D)
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(E)
 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.
 INCREASE OF CAPITAL
 Power to increase capital
 59
    
    The Company may by special resolution from time
to time increase the capital by the creation of
new shares of such amount as may be deemed
expedient. The new shares shall be issued upon
such terms and conditions, and with such rights
and privileges or restrictions annexed thereto as
the general meeting resolving upon the creation
thereof shall by special resolution direct, and
if no direction be given, shares may be issued
with a preferential or qualified right to
dividends, and in the distribution of assets of
the Company and with a special, or without any,
right of voting.
 New shares may be offered to existing members
 60
    
    The Company may by special resolution before the
issue of any new shares, determine that the new
shares or any of them shall be offered in the
first instance either at par or at a premium or
(subject to the Companies Acts) at a discount to
all the then members, so far as practicable, in
proportion to the amount of the capital held by
them, or make any other provisions as to the issue
and allotment of the new shares, but in default of
any such determination, or so far as the same
shall not extend, the new shares may be dealt with
as if they formed part of the shares in the
original capital.
 Status of new shares
 61
    
    Except so far as otherwise provided by the
conditions of issue or by these articles, any
capital raised by the creation of new shares
shall be considered part of the original capital,
and shall be subject to the provisions herein
contained with reference to the payment of calls
and instalments, transfer and transmission,
forfeiture, lien, surrender, voting and
otherwise.
   42
    
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ALTERATION OF CAPITAL
 Power to consolidate, sub-divide and cancel
 62
    
    The Company may from time to time by ordinary
resolution:-
 (A)
 (B)
 (C)
 Fractions
 63
    
    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.
 Reduction of capital
 64
    
    Subject to the provisions of the Companies Acts, the
Company may by special resolution reduce its share capital,
any capital redemption reserve and any share premium
account in any way.
 Purchase of own shares
 65
    
    Subject to the provisions of the Companies Acts and to
any rights conferred on the holders of any class of shares,
the Company may purchase all or any of its shares or
any class, including any redeemable shares. No purchase
by the Company of its own shares will take place unless
it has been sanctioned by a special resolution passed at
a separate class meeting of the holders of any class of
convertible shares. Neither the Company nor the Directors
shall be required to select the shares to be purchased
rateably or in any other particular manner as between
the holders of shares of the same class or as between
them and the holders of shares of any other class or
in accordance with the rights as to dividends or capital
conferred by any class of shares.
 GENERAL MEETINGS
 Insufficient directors within the United Kingdom
 66
    
    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
 67
    
    (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)
 PROCEEDINGS AT GENERAL MEETINGS
 Quorum
 68
    
    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
 69
    
    If within five minutes (or such longer time not exceeding
one hour as the chairman of the meeting may decide to
wait) after the time appointed for the commencement
of the meeting a quorum is not present, the meeting,
if convened on the requisition of members, shall be
dissolved. In any other case it shall stand adjourned to
such other day (not being less than fourteen nor more
than twenty-eight days later) and at such other time or
place as the chairman of the meeting may decide and at
such adjourned meeting one member present in person
or by proxy and entitled to vote (whatever the number of
shares held by him) shall be a quorum. The Company shall
give not less than seven clear days notice in writing of any
meeting adjourned through want of a quorum and the
notice shall state that one member present in person or by
proxy and entitled to vote (whatever the number of shares
held by him) shall be a quorum.
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Chairman of general meeting
 70
    
    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
 71
    
    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
 72
    
    (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 which
might properly have been transacted at the meeting
had the adjournment not taken place.(B) When a meeting is adjourned for three months
or more, or sine die, notice of the adjourned meeting
shall be given as in the case of an original meeting.
Except where these articles otherwise require, it shall
not be necessary to give any notice of an adjourned
meeting or of the business to be transacted at an
adjourned meeting.
 Security and other arrangements at general meetings
 73
    
    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.
 VOTING
 Method of voting
 74
    
    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
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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
 75
    
    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
 76
    
    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
 77
    
    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.
 Casting vote of chairman
 78
    
    In the case of an equality of votes at a general meeting,
whether on a show of hands or on a poll, the chairman of
the meeting shall be entitled to an additional or casting vote.
 Voting rights
 79
    
    On a show of hands every member who is present in
person and every proxy present who has been duly
appointed by a member shall have one vote, and on a
poll every member who is present in person or by proxy
shall have one vote for every 3 1/9 pence nominal of
capital held by him of whatever class. On a poll, a member
entitled to more than one vote need not, if he votes, use
all his votes or cast all the votes he uses in the same way.
 Voting rights of joint holders
 80
    
    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
 81
    
    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
 82
    
    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
 83
    
    (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
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
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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;(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 saleand 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
 84
    
    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,
   
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the objection or error shall not vitate 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 vitate 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
 85
    
    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. A member may appoint more than
one proxy to attend on the same occasion and if he does
shall specify the number of shares in respect of which
each proxy is entitled to exercise the related votes and
shall ensure that no proxy is appointed to exercise the
votes which any other proxy has been appointed by that
member to exercise.
 Receipt of proxies
 86
    
    (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 in 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 forty eight hours or
less 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), and an appointment of a proxy in a manner which is
not or in respect of which the authority or copy thereof
is not, permitted by these articles 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 or poll, the one which is last received
(regardless of its date or of the date of its signature) shall
be treated as replacing and revoking the others as regards
that share; if the Company is unable to determine which
was last received, none of them shall be treated as valid
in respect of that share. The appointment of a proxy shall
not preclude a member from attending and voting in
person at the meeting or poll concerned. The proceedings
at a general meeting shall not be invalidated where an
appointment of proxy in respect of that meeting is sent in
electronic form as provided in these articles but, because of
a technical problem, it cannot be read by the recipient;(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
 87
    
    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
 88
    
    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
 89
    
    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
   
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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
 90
    
    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
 91
    
    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
 92
    
    Subject to the provisions of article 126 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
 93
    
    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
 94
    
    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
 95
    
    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 Act.Where a resolution to appoint a person as a Director
is passed at a general meeting of the Company such
appointment shall not become effective:
 (i)unless a resolution to appoint such person as a Director
of Unilever N.V. has been passed at the corresponding
general meeting of Unilever N.V. where such meeting is
prior to the general meeting of the Company or at any
adjournment thereof; or, as the case may be.(ii)until a resolution to appoint such person as a Director
of Unilever N.V. is passed at the corresponding general
meeting of Unilever N.V. where such meeting is to
follow the general meeting of the Company or at any
adjournment thereof (and if such a resolution is not
passed, such appointment shall no longer be capable of
becoming effective).The corresponding general meeting of Unilever N.V. means
the Unilever N.V. general meeting which is closest in time
to the relevant general meeting of the Company.
 Provisions if no eligible persons available
 96
    
    If at the annual general meeting in any year no persons
shall be eligible to be elected as Directors in accordance
with article 95 or if the number for the time being in force
under article 90 then the retiring Directors (other than
those eligible for re-election under 95) 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 95 as
Directors or Director for the succeeding year.
 Provisions if insufficient eligible persons elected
 97
    
    (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 90, of the persons eligible for election
or re-election as Directors as 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 97(A) at which all
the Directors shall retire from office. To the extent that the
circumstances envisaged in article 97(A) occur in relation
to any meeting convened pursuant to this article 97(B),
then the provisions of this article 97 shall also apply to that
general meeting and, if relevant, any subsequent general
meeting or meetings.
 Power to remove Director by special resolution
 98
    
    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
 99
    
    Without prejudice to the provisions for retirement
otherwise contained in these articles, the office of a
Director shall be vacated if:-
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(A) he resigns his office by notice in writing
delivered to or received at the office or tendered
at a meeting of the Directors, or(B) he becomes of unsound mind or a patient for
any purpose of any statute relating to mental health
and the Directors resolve that his office is
vacated, or(C) he is absent without the permission of the
Directors from meetings of the Directors (whether or
not an Alternate Director appointed by him attends) for
six consecutive months and the Directors resolve that
his office is vacated, or(D) he becomes bankrupt or compounds with his
creditors generally, or(E) he is prohibited by law from being a Director, or(F) he ceases to be a Director by virtue of the
Companies Acts or is removed from office pursuant to
these articles.In this article references to in writing
include the use of communications by electronic
means.
 Alternate Directors
 100
    
    (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
 101
    
    The Directors may from time to time appoint one or
more of its body to hold executive office with the
Company (including that of a Group Chief Executive)
for such period (subject to the provisions of the
Companies Acts) and upon such other terms as the
Directors may decide and may revoke or terminate any
appointment so made. Any appointment of a Director to
an executive office shall terminate if he ceases to be
a Director 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.
 Non-Executive Directors
 102
    
    Those Directors who do not hold executive office
with the Company pursuant to article 101 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
 103
    
    Each of the Directors shall be paid a fee at such
rate as may from time to time be determined by the
Directors provided that the aggregate of all fees so
paid to Directors (excluding amounts payable under any
other provisions of these articles) shall not exceed
£2,000,000 per annum or such higher amount as may from
time to time be decided by ordinary resolution of the
Company.
 Extra remuneration
 104
    
    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.
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Expenses
 105
    
    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
 Permitted interests and voting
 Conflicts of interest requiring board authorisation
 106
    
    (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:(i)the Directors may (whether at the time of
giving the authority 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; and
(b) impose upon the relevant Director such other terms
for the purpose of dealing with the Conflict 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;(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
 107
    
    (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:(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.
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Benefits
 108
    
    A Director shall not, by reason of his office or of
the fiduciary relationship thereby established, be
liable to account to the Company for any remuneration,
profit or other benefit realised by reason of his
having any type of interest authorised under Article
106(A) or permitted under Article 107(B) and no
contract shall be liable to be avoided on the grounds
of a Director having any type of interest authorised
under Article 106(A) or permitted under Article 107(B).
 Quorum and voting requirements
 109
    
    (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(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.
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(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
also cause any voting power conferred by the shares in
any other company held or owned by the company or any
power of appointment to be exercised in such manner in
all respects as 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
 110
    
    (A) References in articles 106 - 109 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 106 - 109
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
 111
    
    Subject to the provisions of the Companies Acts, the memorandum of association of the
Company and these articles and to any directions given by the Company in general meeting by special
resolution, the business of the Company shall be managed by the Directors who may exercise all the
powers of the Company whether relating to the management of the business of the Company or not. The
alteration of the memorandum of association or
 these articles or the passing of a special
resolution shall not invalidate any prior act of
the Directors which would have been valid if that
alteration had not been made or that resolution had
not been passed. The powers given by this article
shall not be limited by any special power given to
the Directors by any other article.
 Establishment of local boards
 112
    
    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
 113
    
    The Directors may, by power of attorney or
otherwise, appoint any person to be the agent of the
Company upon such terms (including terms as to
remuneration) as it may decide and may delegate to any
person so appointed any of the powers, authorities and
discretions vested in or exercisable by the Directors,
including power to sub-delegate. The Directors may
remove any person appointed under this article and may
revoke or vary the delegation but no person dealing in
good faith and without notice of the revocation or
variation shall be affected by it.
 Delegation to individual Directors
 114
    
    The Directors may entrust to and confer upon any
Director any of the powers, authorities and
discretions vested in or exercisable by them upon such
terms and conditions and with such restrictions as
they think fit, and either collaterally with, or to
the exclusion of, their own powers, authorities and
discretions and may from time to time revoke or vary
all or any of them but no person dealing in good faith
and without notice of the revocation or variation
shall be affected by it.
 Powers in respect of official seals
 115
    
    The Company may exercise all the powers
conferred by the Companies Acts with regard to
having official seals, and those powers shall be
vested in the Directors.
 Registers
 116
    
    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.
   
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Power to borrow money and give security
 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,(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.
 Pensions
 118
    
    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.
   
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Provision for employees
 119
    
    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
 120
    
    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
 121
    
    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
 122
    
    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
 123
    
    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
 124
    
    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
 125
    
    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
 126
    
    Questions arising at any meeting shall be
determined by a majority of votes, except that the
powers conferred on the Directors by article 92 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
 127
    
    (A) The Directors may delegate any of their
powers, authorities and discretions (with power to
sub-delegate) to any committee, consisting of such
person or persons (whether or not a Director or
Directors) as they think fit.(B) Any committee so formed shall, in the exercise
of the powers, authorities and discretions so
delegated, conform to any regulations which may be
imposed on it by the Directors. The meetings and
proceedings of any committee consisting of two or more
members shall be governed by the provisions contained
in these articles for regulating the meetings and
proceedings of the Directors so far as the same are
applicable and are not superseded by any regulations
imposed by the Directors.(C) The power to delegate contained in this
article shall be effective in relation to the powers,
authorities and discretions of the Directors generally
and shall not be limited by the fact that in certain
articles, but not in others, express reference is made
to particular powers, authorities or discretions being
exercised by the Directors or by a committee authorised
by the Directors.
 Delegation to Group Chief Executive
 128
    
    The Board may entrust to and confer upon the Group
Chief Executive any of its powers, authorities and
discretions (with power to sub-delegate) upon such
terms and conditions and with such restrictions as it
thinks fit, and either collaterally with, or to the
exclusion of, its own powers, authorities and
discretions and may from time to time revoke or vary
all or any of them but no person dealing in good faith
and without notice of the revocation or variations
shall be affected by it. The power to delegate
contained in this article shall be effective in
relation to the powers, authorities and discretions of
the Board generally and shall not be limited by the
fact that in certain articles,
   
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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
 129
    
    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
 130
    
    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
 131
    
    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
 132
    
    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
 133
    
    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 127 and
128. Subject as otherwise provided in these articles,
any instrument to which the common seal is applied
shall be signed by at least one Director and the
Secretary or by at least two Directors or by at least
two persons for the time being appointed to a
committee authorised by the Directors as aforesaid,
and any instrument to which an official seal is
applied need not, unless the Directors for the time
being otherwise decide or the law otherwise requires,
be signed by any person.
 DIVIDENDS AND OTHER PAYMENTS
 Application of profits
 134
    
    The profits of the Company at any time
available for dividend and determined to be
distributed by way of dividend for any period
shall be applicable in order of priority and
manner following:FIRST to the payment of a dividend for such
period at the rate of 5 per cent. per annum on the
capital paid up or credited as paid up on the
Ordinary Shares.SECONDLY to the payment of a dividend for such
period at the rate of 5 per cent. per annum or at such
less rate as may be payable under the provisions of the
Trust Deed dated 1st May, 1909, and made between
William Hesketh Lever of the first part, the Company of
the second part and Sydney Gross, Robert Barrie, John
Lever Tillotson, John Gray and James Lever Ferguson of
the third part and Deeds supplemental thereto on the
nominal amount of the then issued and outstanding
Preferential Certificates therein mentioned, such
dividend to be paid to the Trustees of the said Trust
Deed for distribution amongst the holders of such
Preferential Certificates.THIRDLY to the payment of a further dividend for
such period at the rate of 5 per cent. per annum on
the capital paid up or credited as paid up on the
Ordinary Shares.FOURTHLY to the payment of a dividend for such
period at the rate of 6 per cent. per annum on the
capital paid up or credited as paid up on the Deferred
Shares.LASTLY the surplus after making the payments
aforesaid shall be applied to the payment of an
additional dividend on the capital paid up or
credited as paid up on the Ordinary Shares.
 Declaration of dividends
 135
    
    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
   
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the amount recommended by the Directors, or contrary to
the provisions of the Agreement referred to in article 3.
 Interim dividends
 136
    
    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
 137
    
    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
 138
    
    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
 139
    
    No dividend or other moneys payable by the Company on
or in respect of any share shall bear interest against the
Company.
 Payment procedures
 140
    
    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
 141
    
    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
 142
    
    Any general meeting declaring a dividend may, upon the
recommendation of the Directors, by ordinary resolution
direct payment or satisfaction of the dividend wholly or in
part by the distribution of specific assets, and in particular
of paid up shares or debentures of any other company,
and the Directors shall give effect to the direction, and
where any difficulty arises in regard to the distribution
the Directors may settle it as they think expedient, and in
particular may issue fractional certificates or authorise any
person to sell and transfer any fractions or may ignore
fractions altogether, and may fix the value for distribution
purposes of any specific assets to be distributed and
may determine that cash payments shall be made to any
members upon the footing of the value so fixed in order
to secure equality of distribution and may vest any specific
assets to be distributed in trustees as may seem expedient
to the Directors.
 CAPITALISATION OF PROFITS
 Power to capitalise profits
 143
    
    The Company may, upon the recommendation of the
Directors, at any time and from time to time pass an
ordinary resolution to the effect that it is desirable to
capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including
the profit and loss account) whether or not the same is
available for distribution and accordingly that the amount
to be capitalised be set free for distribution among the
holders of Ordinary Shares of the Company who would
be entitled to it if it were distributed by way of dividend
and in the same proportions, on the footing that it is
applied either in or towards paying up the amounts for
the time being unpaid on Ordinary Shares of the Company
held by those members respectively or in paying up in full
unissued Ordinary Shares, debentures or other obligations
of the Company to be allotted and distributed credited
as fully paid up among those members, or partly in one
way and partly in the other, but so that, for the purposes
of this article: (i) a share premium account and a capital
redemption reserve, and any reserve or fund representing
unrealised profits, may be applied only in paying up in
full unissued Ordinary Shares of the Company, and (ii)
where the amount capitalised is applied in paying up in
full unissued shares, the Company will also be entitled to
participate in the relevant distribution in relation to any
shares of the relevant class held by it as treasury shares
and the proportionate entitlement of the relevant class of
members to the distribution will be calculated accordingly.
   
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Scrip dividends
 144
    
    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
 145
    
    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
 146
    
    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.
 Inspection of records
 147
    
    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.
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SERVICE OF NOTICES AND OTHER DOCUMENTS
 Service of notices
 148
    
    Any notice or 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
 149
    
    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
 150
    
    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
 151
    
    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 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
   
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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
 152
    
    (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
 153
    
    If the Company destroys(A) any share certificate which has been cancelled at any
time after a period of one year has elapsed from the date
of cancellation or(B) any instruction concerning the payment of dividends
or other moneys in respect of any share or any notification
of change of name or address at any time after a period
of two years has elapsed from the date the instruction or
notification was recorded by the Company or(C) any instrument of transfer of shares which has been
registered at any time after a period of six years has
elapsed from the date of registration or(D) any other document on the basis of which any entry
is made in the register at any time after a period of six
years has elapsed from the date the entry was first made
in the register in respect of it, and the Company destroys
the document in good faith and without express notice
that its preservation was relevant to a claim, it shall be
presumed irrebuttably in favour of the Company that every
share certificate so destroyed was a valid certificate and
was properly cancelled, that every instrument of transfer
 so destroyed was a valid and effective instrument of
transfer and was properly registered and that every other
document so destroyed was a valid and effective document
and that any particulars of it which are recorded in the
books or records of the Company were correctly recorded.
Nothing contained in this article shall be construed as
imposing upon the Company any liability by reason only
of the destruction of any document of the kind mentioned
above before the relevant period mentioned in this
article has elapsed or of the fact that any other condition
precedent to its destruction mentioned above has not been
fulfilled. References in this article to the destruction of any
document include references to its disposal in any manner.
 WINDING-UP
 Order of priority in winding-up
 154
    
    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 pan 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
 155
    
    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.
   Unilever PLCMemorandum and Articles of Association 2008
    
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Special and other Resolutions
 
 
 
 Resolution
  That
    
 Resolution
  That
 
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Resolutions
 
  That
 That
   
 Resolution
 
  That
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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
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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.
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(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)
 (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.
 (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
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(c) borrowings by any subsidiary in its capacity
as a trustee of any pension or other fund for the
benefit of employees(d) borrowings of a company which becomes a
subsidiary hereafter for a period of twelve
months from the date it becomes a subsidiaryand deducting therefrom an amount equal to:(e) the principal amount of any obligations,
whether secured or unsecured, issued by the
Company or any subsidiary the proceeds of
which are intended to be used within six
calendar months in repayment of other
borrowings of the Company or such subsidiary
then outstanding, and(f) all cash deposits, certificates of deposit
and securities of governments and companies and
similar instruments owned by the Company or any
of its subsidiaries.(ii) Adjusted Capital and Reserves means the
aggregate of:(a) the amount paid up or credited as paid up
on the issued share capital of the Company,(b) the amounts standing to the credit of the
capital and revenue reserves, including share
premium account, plus the balance at the credit
of profit and loss account (or minus the amount,
if any, standing to the debit of such account),
and(c) the amounts standing as attributed to outside interests.all as shown in the latest published audited
consolidated accounts of the Company and its
subsidiaries Provided always that appropriate
adjustments shall be made in respect of any
variation in the paid up share capital or in the
share premium account of the Company since the
date of such audited accounts and Provided
Further that in arriving at the said aggregate
there shall be added back amounts equal to:
 (d) the premium arising on consolidation of
acquired subsidiaries, associated companies and
businesses which, as at the date of calculation,
have been written off against the consolidated
reserves of the Company and its subsidiaries in
accordance with United Kingdom accounting
practices provided that the Company shall not have
sold its interest in such subsidiaries, associated
companies and businesses at the date of
calculation, less a sum equal to amortisation of
such premiums over 40 years on a straight line
basis.(e) any provision made for deferred taxation in
excess of the amount required to be provided by
United Kingdom accounting practices.(C) The determination of the auditors as to the
amount of Borrowings and Adjusted Capital and
Reserves shall
be conclusive and binding on all concerned and for
the purposes of their computation the auditors may
make such other adjustments as they deem fit.
Nevertheless, for the purposes of this article the
Directors may at any time act in reliance on 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.
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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.
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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
 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.
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(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.
   
 68
    
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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.
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(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:
   (e)
    
    by amending Article 35 by inserting the following words:
   (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)
 (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:(i) the shares are in certificated form,
  (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.
   70
    
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(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:
 (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 PLCMemorandum and
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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);
 (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.
   72
    
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Resolution
 
  That
 Appendix 2:
 1
    
    the amendment of article 2 by:
       2
    
    the amendment of articles 69 and 72 by the addition
of a final paragraph:
 3
    
    the amendment of article 85:
     4
    
    the deletion of article 89 and substitution
therefor of the following:
 Appointment of proxies
   5
    
    the deletion of article 90 and substitution
therefor of the following:
 Receipt of proxies
  (a)
    
    in the case of an appointment which is not
contained in an electronic communication, be received
at the office (or such other place in the United
Kingdom as may be specified in the notice convening the
meeting or in any notice of any adjournment or, in
either case, in any accompanying document) together
with (if required by the Directors) any authority under
which it is made or a copy of the authority, certified
notarially or in accordance with the Powers of Attorney
Act 1971 or in some other manner approved by the
Directors not less than forty eight hours (or any
shorter time specified in such notice) before the time
appointed for holding the meeting or adjourned meeting
at which the person named in the appointment proposes
to vote;
   
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(b)
    
    in the case of an appointment contained in an
electronic communication, where an address has been
specified for the purposes of receiving electronic
communications in the notice convening the meeting or
in any notice of any adjournment or, in either case, in
any accompanying document, be received at such address
not less than forty eight hours (or any shorter time
specified in such notice) before the time appointed for
holding the meeting or adjourned meeting at which the
person named in the appointment proposes to vote. Any
authority pursuant to which an appointment contained in
an electronic communication is made or a copy of the
authority, certified notarially or in accordance with
the Powers of Attorney Act 1971 or in some other manner
approved by the Directors, must, if required by the
Directors, be received at the office (or such other
place in the United Kingdom as may be specified in the
notice convening the meeting or in any notice of any
adjournment or, in either case, in any accompanying
document) not less than forty eight hours (or any
shorter time specified in such notice) before the time
appointed for holding the meeting or adjourned meeting
at which the person named in the appointment proposes
to vote; or
 (c)
    
    in the case of a poll taken subsequently to the
date of the meeting or adjourned meeting, be received
as aforesaid not less than twenty four hours (or any
shorter time specified in such notice) before the time
appointed for the taking of the poll,and an appointment of a proxy which is not so
received in a manner so permitted shall be invalid.
When two or more valid but differing appointments
of a proxy are received in respect of the same
share for use at the same meeting, the one which is
last received (regardless of its date or of the
date of its signature) shall be treated as
replacing and revoking the others as regards that
share; if the Company is unable to determine which
was last received, none of them shall be treated as
valid in respect of that share.;
 6
    
    the deletion of article 91 and substitution
therefor of the following:validity of proxyNo appointment of a proxy shall be valid after
twelve months have elapsed from the date of its
receipt. The appointment of a proxy shall not
preclude a member from attending and voting in
person at the meeting or poll concerned.;
 7
    
    the amendment of article 92:
    8
    
    the amendment of article 93:
   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 writing
   11
    
    the amendment of article 104 by inserting the
words or received at after the words delivered
to in sub-paragraph (a);
   74
    
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12
    
    the amendment of article 105:
     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:
 15
    
    the amendment of article 151:
   16
    
    the amendment of article 152:
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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
reelection 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.
   76
    
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(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 directorsThose Directors who do not hold an employment or
executive office with the Company pursuant to
article 107 shall, in the execution of their duties
and obligations as Directors, take into account the
nature of their role as such non-executive
directors (recognising that it is not a day-today
involvement but a periodic and supervisory role)
and as part of their role shall assist in the
development of strategy and monitor the performance
of the Company and the management.;
 8
    
    the deletion of article 107 and substitution
therefore of the following (renumbered to take into
account the other proposed changes to the articles):Directors 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)
    
    The provision of article 129(B) and
129(C) shall apply to an executive committee
constituted pursuant to this article as if such
committee had been formed pursuant to article
129.;
 11
    
    the deletion of articles 132 and 133 (including
the headings to these articles) and the heading
ADVISORY DIRECTORS above these articles;
 12
    
    the amendment of article 134 by deleting the
words Article 127 and inserting the words
articles 129 and 130 in their place in this
article; and
 13
    
    the renumbering of the articles and relevant
cross-references to take into account the changes set
out above.
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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.
   78
    
    Unilever PLCMemorandum and Articles of Association 2008




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##### 



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
Subject to the provisions of the Companies Acts, the Company may indemnify any Director
against any liability and may purchase and maintain for any Director insurance against any liability.
For the purpose of this article the term Director shall include any former Director of the Company.
   Unilever PLCMemorandum and Articles of Association 2008
    
    79




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##### 



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 Sharesthat are unissued shall be consolidated
into new Ordinary shares of 3 1/9 pence each in the
capital of the Company (the Unissued New Ordinary
Shares) provided that, where such consolidation would
otherwise result in a fraction of an Unissued New
Ordinary Share, that number of Intermediate Ordinary
Shares which would otherwise constitute such fraction
shall be cancelled pursuant to section 121(2)(e) of
the Companies Act 1985;(c)
    
    immediately thereafter, all Intermediate
Ordinary Shares that are in issue shall be consolidated
into new Ordinary shares of 3 1/9 pence each in the
capital of the Company (the New Ordinary Shares),
provided that, where such consolidation results in any
shareholder being entitled to a fraction of New
Ordinary Share, such fraction shall, so far as
possible, be aggregated with the fractions of New
Ordinary Share to which other shareholders of the
Company may be entitled and the Directors of the
Company be and are hereby authorised in accordance with
the Companys Articles of Association to sell (or
appoint any other person to sell), on behalf of the
relevant shareholders, all the New Ordinary Shares
representing such aggregated fractions at the best
price reasonably obtainable to any person and to
distribute the proceeds of sale (net of expenses)
 in due proportion among the relevant
shareholders entitled thereto (save that any
fraction of a penny which would otherwise be
payable shall be rounded up or down in
accordance with the usual practice of the
registrar of the Company) and that any Director
of the Company (or any person appointed by the
Directors of the Company) shall be and is hereby
authorised to execute an instrument of transfer
in respect of such shares on behalf of the
relevant shareholders and to do all acts and
things as the Directors of the Company consider
necessary or expedient to effect the transfer of
such shares to, or in accordance with the
directions of, any buyer of any such shares;(d)
    
    the Companys Articles of Association be and
are hereby amended by deleting Article 9 and
substituting therefor the following: (i) On the
9th May 2006 the authorised capital of the
Company is £136,275,682, divided as follows:
4,377,075, 492 Ordinary Shares of 3 1/9 pence
each and 100,000 Deferred Shares of £1 each, all
of which Deferred Shares have been issued and are
now represented by £100,000 Deferred Stock.
(ii) The Ordinary Shares of 3 1/9 pence each
and the Deferred Shares of £1 each shall
respectively confer on the holders thereof
the right to receive dividends in accordance
with the provisions of article 136 hereof.,
and(e)
    
    the Directors be authorised to agree to
modify the Agreement dated 28 June 1946 (as
amended by Supplemental Agreements dated 20 July
1951 and 21 December 1981) with Unilever N.V. of
the Netherlands known as the Equalisation
Agreement by replacing all references therein to
Fl.12 with references to EUR 0.16 and by
replacing all references therein to £1 with
references to 3 1/9 pence and to make certain
other minor modifications as reflected in the
form of Equalisation Agreement Amendment
Agreement produced to the meeting and for the
purposes of identification signed by the Chairman
thereof (subject to any non-material changes as
may be approved by the Director(s) executing the
Equalisation Agreement Amendment Agreement).
   80
    
    Unilever PLCMemorandum and Articles of Association 2008




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##### 



2
    
    THAT the Companys Articles of Association be
and are hereby amended by:
 (a)
    
    deleting article 11(C) and substituting
therefor the following:Any alteration of the rights set out in
article 101 shall be treated as a variation of
the class rights of the holders of the Deferred
Shares provided, however, that an alteration to
such rights may be effected (without any such
consent or sanction as aforesaid) by a
resolution passed at a general meeting of the
Company by a majority consisting of not less
than two-thirds of such members as being
entitled to vote at such meeting vote thereat
in person or by proxy, such majority comprising
the holders of not less than one-half in
nominal value of the entire issued share
capital for the time being of the Company (but
excluding any shares held as treasury shares)
and being computed by reference to the number
of votes to which each member is entitled by
virtue of these articles.(b)
    
    deleting article 99 and substituting
therefor the following:
 Retirement of 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 reelection 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 PLCMemorandum and Articles of Association 2008
    
    81




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##### 



(B) Such Directors shall convene a general
meeting as soon as reasonably practicable following
the annual general meeting referred to in article
103(A) at which all the Directors shall retire from
office.
To the extent that the circumstances
envisaged in article 103(A) occur in
relation to any meeting convened pursuant to
this article 103(B), then the provisions of
this article 103 shall also apply to that
general meeting and, if relevant, any
subsequent general meeting or meetings.
 3
    
    That article 109 of the Companys Articles of
Association be and is hereby amended by deleting
the amount of £600,000 and inserting the amount
of £1,500,000 in its place.
   82
    
    Unilever PLCMemorandum and Articles of Association 2008




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##### 



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 PLCMemorandum and Articles of Association 2008
    
    83




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##### 



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.
   84
    
    Unilever PLCMemorandum and Articles of Association 2008




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##### 



(UNILEVER LOGO)
 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