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Unilever N.V.Articles of Association 2009 1




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2 Unilever N.V.Articles of Association 2009




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Article 1
 
 Article 2
 
 Article 3
 addition:
    
    an alteration to the share register referred to in
Article 11, paragraph 5;affiliated institution:
    
    an affiliated institution as meant in the Act on
securities transactions by giro;Board of Directors:
    
    the board of directors of the Company;booking:
    
    a record in the share register referred to in
Article 11, paragraph 1, to the extent that it
relates to one or more shares for which no share
certificates are outstanding;central institute:
    
    the central institute as meant in the Act on
securities transactions by giro;
 Unilever N.V.Articles of Association 2009 3




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collective depot:
    
    a collective depot as meant in the Act on securities transactions
by giro involving shares of a particular class of shares;Company:
    
    Unilever N.V. incorporated on the ninth day of November nineteen
hundred and twenty-seven;deletion:
    
    an alteration to the share register referred to in Article 11,
paragraph 5;depositary receipt for a share:
    
    depositary receipt for a share in the capital of the Company issued
with the co-operation of the Company;entry:
    
    an entry in the share register referred to in Article 11, paragraph
1, to the extent that it relates to one or more shares for which
share certificates are outstanding;Euronext:
    
    the stock exchange of Euronext Amsterdam N.V.Executive Director:
    
    a member of the Board of Directors referred to in Article 19 hereof;General Meeting:
    
    the corporate body the general meeting of shareholders or a meeting
of such corporate body;giro depot:
    
    the giro depot as meant in the Act on securities transactions by
giro involving shares of a particular class of shares;Group Chief Executive:
    
    the Group Chief Executive referred to in article 19, paragraph 4;holder of a depositary
receipt for a share:
    
    a holder of a depositary receipt for a share in the capital of the
Company issued with the co-operation of the Company or a person to
whom by law the same rights are attributed vis-à-vis the Company
as those which are attributed to a holder of a depositary receipt
for a share;
 4 Unilever N.V.Articles of Association 2009




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law:
    
    the law of the Netherlands;Non-Executive Director:
    
    a member of the Board of Directors referred to in Article 19 hereof;participant:
    
    a participant as meant in the Act on securities transactions by giro;person:
    
    a natural person or a legal entity;person authorised to attend
to vote at a General Meeting:
    
    (a) a shareholder entitled to vote, which also and includes a
participant, (b) a holder of a right of usufruct or a right of
pledge, who is entitled to the voting right attached to the share
which is subject to the right of usufruct or the right of pledge and
(c) such other persons referred to in Article 29, paragraph 1;person authorised to attend
a General Meeting:
    
    (a) a shareholder, which also includes a participant, (b) a holder
of a depositary receipt for a share, and (c) a holder of a right of
usufruct or a right of pledge, but excluding the holder of such
right in respect of a share of which the voting right vests in the
holder of such share and in respect of whom at the time that the
right of usufruct or the right of pledge was granted the rights
which by law are conferred upon holders of depositary receipts for
shares issued with the co-operation of a company were withheld and
(d) such other persons referred to in Article 29 paragraphs 1 and 2;Scrip:
    
    a fractional share referred to in Article 46, paragraph 1;Secretary:
    
    a Secretary of the Company referred to in Article 25;shareholder:
    
    a holder of a share in the capital of the Company or the joint
holders of a share referred to in Article 8, paragraph 2;
 Unilever N.V.Articles of Association 2009 5




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share certificate:
    
    a certificate of a share, a certificate of more than one share and
a certificate of a fractional share;statutory regulations:
    
    regulations by or pursuant to the law of the Netherlands;4% cumpref:
    
    a share of the class of shares as defined in Article 4, paragraph 1;6% cumpref:
    
    a share of the class of shares as defined in Article 4, paragraph 1;7% cumpref:
    
    a share of the class of shares as defined in Article 4, paragraph 1.
 6 Unilever N.V.Articles of Association 2009




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Article 4
 4.1
    
    The authorised capital of the Company is six hundred thirty-one million
thirty thousand three hundred and eighteen euro (EUR 631,030,318) divided
into: seventy-five thousand (75,000) seven per cent cumulative preference
shares of four hundred and twenty-eight euro and fifty-seven eurocent (EUR
428.57) each, (the 7% cumprefs);two hundred thousand (200,000) six per
cent cumulative preference shares of four hundred and twenty-eight euro and
fifty-seven eurocent (EUR 428.57) each, (the 6% cumprefs);seven hundred
and fifty thousand (750,000) four per cent cumulative preference shares of
forty-two euro and eighty-six eurocent (EUR 42.86) each, (the 4% cumprefs);two thousand four hundred (2,400) ordinary shares of four hundred and
twenty-eight euro and fifty-seven eurocent (EUR 428.57) each; andthree
billion (3,000,000,000) ordinary shares of sixteen eurocent (EUR 0.16) each.4.2
    
    The Company may issue shares not yet issued only pursuant to a resolution
of the General Meeting or of another corporate body designated for such
purpose by a resolution of the General Meeting. The issue shall be made with
due regard to the statutory regulations applicable thereto and, where the
authority to resolve thereon is vested in a corporate body other than the
Board of Directors, not otherwise than in accordance with a proposal to such
effect by the Board of Directors.The provisions of this paragraph shall apply correspondingly to the
granting of rights to subscribe for shares, but shall not apply to the issue
of shares to a person who is exercising a previously acquired right to
subscribe for shares.
 Unilever N.V.Articles of Association 2009 7




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Article 5
 5.1
    
    Subject as hereinafter provided the Company may at any time repay the
nominal value of the 4% cumprefs, either in whole or in part, subject to the
statutory regulations applicable to reduction of the issued capital.In the event of a repayment in full a payment will also be made of an
amount equal to
the difference between (a) the original nominal value of the preference shares
concerned in Dutch guilder at the time of issue of those shares and (b) the
nominal value set at the euro conversion of those shares, which difference has
been added to the non-distributable reserve as meant in section 2:67a,
paragraph 3 of the Civil Code at the occasion of the euro conversion. For the
purposes of this calculation, the nominal value originally in Dutch guilder
will be converted into euro at the official conversion rate.5.2
    
    If repayment in part be resolved upon, the shares to be repaid shall be
ascertained by drawings.5.3
    
    Repayment shall not take place so long as any dividend on any
preference shares is in arrear.
 
 Article 6
 6.1
    
    The Company may acquire fully paid ordinary and preference shares in
its capital as well as depositary receipts for shares also otherwise than
for no consideration, subject to the statutory regulations applicable
thereto.6.2
    
    The Company may, without authorisation of the General Meeting, acquire
shares in its capital or depositary receipts for shares for the purpose of
transferring such to employees in the service of the Company or of a group
company by virtue of an arrangement applicable to them. These shares and
depositary receipts have to be included in the price list of a stock
exchange.
 8 Unilever N.V.Articles of Association 2009




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Section III
 
 Article 7
 7.1
    
    The ordinary shares of four hundred and twenty-eight euro and fifty-seven
eurocent (EUR 428.57) each are numbered 1 to 2,400 inclusive. The other
ordinary shares are numbered from 2,401 onwards, without prejudice to the
provisions of Article 9 and Article 11 hereof, regarding the numbering of
share certificates and of bookings in the share register respectively. The
classes of preference shares are numbered from 1 onwards and carry an
indication of their class (4%, 6% and 7%, respectively).7.2
    
    All shares shall be in registered form.7.3
    
    When a share is issued, the transfer for the purpose of incorporation of
that share in the giro depot or a collective depot for the respective class of
shares can be effected by the Company without the cooperation of the other
affiliated institutions and the other participants in the collective depot. For
that purpose it is sufficient that the Company enters the share of that class
of shares in the share register in the name of the central
institute or the affiliated institution, as the case may be, thereby stating
the fact that the share has become part of the giro depot or the respective
collective depot for that class of shares, as the case may be, and the other
information meant in Article 11, paragraph 2, and the central institute or the
affiliated institution, as the case may be, accepts the transfer. The ordinary
shares numbered 1 to 2,400 inclusive cannot be transferred for the purpose of
incorporation in a collective depot or the giro depot.7.4
    
    If a share is transferred for the purpose of incorporation in a
collective depot, the transfer shall be accepted by the relevant affiliated
institution. If a share is transferred for incorporation in the giro depot,
the central institute shall accept the transfer.
The transfer of a share for which a share certificate has been issued for
the purpose of incorporation in a collective depot or the giro depot,
can only be effected provided the share certificate has been delivered to
the Company for the purpose of cancellation. The transfer and acceptance
may take place without cooperation of the other participants in the
collective depot and without the cooperation of other affiliated
institutions.
 Unilever N.V.Articles of Association 2009 9




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7.5
    
    The Company may pursuant to a resolution of the Board of Directors preclude
delivery of shares within the meaning of section 26 of the Act on securities
transactions by giro.
The resolution to that effect may not be invoked against a participant
until six months after publication of the resolution in at least one
national newspaper. The Company may revoke the resolution by way of a
resolution of the Board of Directors. In such a case, delivery may take
place from the day following that of the announcement of that resolution
in at least one national newspaper.7.6
    
    An affiliated institution may transfer shares for the purpose of
incorporation into the giro depot and, to the extent that delivery has not been
precluded, deliver shares from a collective depot without the cooperation of the
other participants. The central institute may, to the extent that delivery has
not been precluded, deliver shares from the giro depot for incorporation in a
collective depot without the cooperation of the other participants.7.7
    
    The Board of Directors may split shares into fractional shares. Fractional
shares of the same class, together representing the nominal amount of a share
of that class, may be combined into one share by the Board of Directors at the
request of the holder of such fractional shares. The provisions of these
Articles of Association relating to shares, share certificates and shareholders
shall also apply to fractional shares, fractional share certificates and
holders of fractional shares, save in so far as the contrary is expressed or
follows from the meaning of the relevant provision.
 10 Unilever N.V.Articles of Association 2009




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Article 8
 8.1
    
    If shares or depositary receipts for shares form part of a community of
property other than a community of property resulting from the application of
the Act on securities transactions by giro, the Company is entitled to admit
one person only, designated in writing by the joint participants in that other
community of property, to exercise the rights attached to such shares or
depositary receipts, except where otherwise provided by law or these Articles
of Association. The joint participants in that other community of property may
also designate more than one person. If that other community of property
comprises shares, the joint participants in that other community of property
may determine at the time of the designation of the representative or
thereafter  but only unanimously  that, if a joint participant in that
other community of property so wishes, a number of votes corresponding to his
interest in that other community of property will be cast in accordance with
his instructions.The Company shall record these instructions in the share register
referred to in Article 11 hereof.8.2
    
    If in respect of a share the shareholder rights vest in more than one
person, then in these Articles of Association, notwithstanding the
provisions of the first paragraph, shareholder shall mean the joint
holders of that share.Furthermore, when mentioning is made of a request or any other action by
a shareholder, these Articles of Association shall refer to the corresponding
action of a person, who is authorised to perform that action on behalf of the
shareholder or pursuant to his own right to perform that action, except where
otherwise provided by law or these Articles of Association.What has been provided above, shall correspondingly apply to depositary
receipts for shares issued with the co-operation of the Company.
 Unilever N.V.Articles of Association 2009 11




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Article 9
 9.1
    
    In respect of ordinary shares of sixteen eurocent (EUR 0.16) not being
shares registered in the name of the central institute or an affiliated
institution, at the request of the shareholder, registered share certificates
can be issued to shareholders in addition to a booking, but only if the Board
of Directors honours this request in view of stock exchange regulations
applicable abroad or customary foreign stock exchange practice.The share certificates shall be obtainable for single shares and also for
as many shares as the Board of Directors may direct.9.2
    
    The registered share certificates shall be obtainable in the form of a
mantle without dividend coupons.9.3
    
    The share certificates shall each bear a number to distinguish share certificates.9.4
    
    The mantles of the share certificates shall be signed on or before issue by
two members of the Board of Directors or by a member of the Board of Directors
and a Secretary. The date of signing shall be shown against the signatures.Furthermore share certificates shall be countersigned by one or
more persons designated by the Board of Directors for that purpose.9.5
    
    The form and text of the share certificates shall be determined by the Board
of Directors with due regard to the provisions of the preceding paragraphs
hereof.9.6
    
    Without prejudice to the provisions of Article 10 hereof, a share
certificate or a part thereof may be cancelled only if surrendered to the
Company for cancellation or if it relates to a share cancelled with due
regard to the statutory regulations. Cancellation shall be effected by or by
virtue of a resolution of the Board of Directors.
 
 Article 10
 10.1
    
    Without prejudice to the provisions of the law the Board of Directors may,
to replace any share certificate lost, mislaid or damaged, issue in place
thereof, subject to such conditions and on such security being given as the
Board of Directors shall deem necessary, either a new share certificate, or a
duplicate bearing the same number as the document which it replaces and showing
clearly that it is a duplicate.
 12 Unilever N.V.Articles of Association 2009




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10.2
    
    At the time of issue of such new document or duplicate the document which
it replaces shall become null and void.10.3
    
    Any expenses incurred in complying with the conditions stipulated by
the Board of Directors and in issuing the new document or duplicate may be
charged to the applicant.
 
 Article 11
 11.1
    
    By or on behalf of the Company a register shall be kept which shall record
for each shareholder not being a participant, his name, the address to which he
wishes any communications or documents relating to his share to be sent and, in
the case of shares for which share certificates are outstanding, the number of
such share certificate.Entries and bookings shall be recorded separately even though they
concern one and the same shareholder.11.2
    
    In the event that shares have been transferred to an affiliated
institution for the purpose of incorporation in a collective depot or to the
central institute for the purpose of incorporation in the giro depot, the name
and address of the affiliated institution or the central institute, as the case
may be, shall be entered in the register, together with the date on which the
shares have been incorporated in a collective depot or the giro depot, as the
case may be, as well as the date of acknowledgement or service of transfer.11.3
    
    The register mentioned in paragraph 1 may consist of several parts, and
it may be kept either wholly or partly, in more than one original copy and in
more than one place, at the Board of Directors discretion.The form and contents of the share register and the particulars to be
recorded therein shall be determined by the Board of Directors with due regard
to the provisions of this Article and the relevant statutory regulations. The
Board of Directors may determine that the records shall vary according to
whether they relate to entries in respect of shares for which share
certificates have been issued, or to bookings.11.4
    
    Where particulars of an entry or booking or any alteration therein are
recorded at the shareholders request, the Board of Directors may stipulate
that such request shall be made in writing and be duly signed by the
shareholder.11.5
    
    Each booking shall relate to one class of shares only. It shall be given a
number or a letter or letters together with a number, and it shall record for
each shareholder the number and class of shares held by him and, besides the
particulars mentioned in paragraph 1 hereof, the way in which he wishes payment
to be made of dividends and any other cash distributions due to him on such shares. With due
observance of the provisions of Article 41 payment shall be made into a
bank account in the Netherlands, unless the Board of Directors at the
shareholders request allows payment to be effected otherwise.
 Unilever N.V.Articles of Association 2009 13




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11.6
    
    If there is any alteration in any of the particulars recorded in a
booking, such alteration shall be recorded against the booking in the share
register.11.7
    
    Every initial booking and every addition or deletion shall show the date
on which it is recorded in the register and shall be certified by means of the
signatures of a member of the Board of Directors and of a Secretary. The Board
of Directors may decide that the signature of a member of the Board of
Directors or of a Secretary or of both may be substituted by the signature of
persons specially authorised for that purpose by the Board of Directors,
provided always that every booking, addition or deletion shall in all cases be
certified by means of two different signatures.11.8
    
    The Company shall have discharged its obligations arising from the rights
attached to a registered share if, in fulfilment thereof, it relies on the
particulars recorded in the share register in accordance with the provisions of
the preceding paragraphs hereof and of Article 8 hereof and shall bear no
responsibility for acts as referred to in this Article and in Articles 8, 12,
13 and 14 hereof which it performs at the request of a person whom it takes in
good faith to be the person entitled to exercise the rights concerned or his
representative. The Company shall not be obliged to examine the authenticity of
signatures, power of disposition, power of representation or capacity to act,
unless in the circumstances of the case failure to do so would be considered to
be gross negligence on the part of the Company.
 14 Unilever N.V.Articles of Association 2009




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Article 12
 12.1
    
    If the holder of one or more registered share certificates lodging these
with the Company for cancellation so requests then, subject to the provisions of
Articles 7 and 9 hereof and any directions given by virtue thereof, he shall
instead of such share certificates and for the same total nominal amount have
issued to him one or more new share certificates, each for as many shares as he
requests and/or have a new booking or addition, as mentioned in Article 11
hereof, recorded in his name in the share register.12.2
    
    If a shareholder in whose name a booking has been recorded so requests
then, subject to the provisions of Articles 7 and 9 hereof and any directions
given by virtue thereof, he shall instead of such booking and after deletion
thereof, have issued to him one or more share certificates for the same total
nominal amount, each for as many shares as he requests.12.3
    
    The Board of Directors may require a request as mentioned in this
Article to be made on a form obtainable free of charge from the Company which
shall be signed by the shareholder.12.4
    
    A request by a shareholder as mentioned in Article 11, paragraph 3 hereof
or as mentioned in this Article, and the lodgment with the Company of a share
certificate or of an instrument as referred to in Article 13, paragraph 3,
hereof, shall be made at the place to be designated for this purpose by the
Board of Directors. Different places may be designated for different classes of
shares.12.5
    
    For each cancellation or issue of a share certificate pursuant to the
provisions of this Article and of Article 13 hereof the Company shall be
entitled, subject to the relevant statutory regulations, to charge a
reasonable sum to the applicant.12.6
    
    The provisions of this Article are mutatis mutandis applicable to those
who hold a right of usufruct or a right of pledge on one or more shares.
 Unilever N.V.Articles of Association 2009 15




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Article 13
 13.1
    
    The following provisions shall apply to the transfer of a share,
notwithstanding Article 7, paragraphs 3 up to and including 6.13.2
    
    The transfer of a share shall require an instrument intended for such
purpose and, save when the Company itself is a party to such legal act, the
written acknowledgement by the Company of the transfer. The acknowledgement
shall be made in the instrument or by a dated statement on the instrument or on
a copy or extract thereof mentioning the acknowledgement signed as a true copy
by the notary or the transferor, or in the manner referred to in paragraph 3.
Service of such instrument or such copy or extract on the Company shall be
considered to have the same effect as an acknowledgement.
The instrument may be placed on the reverse side of a share certificate.
In the case of a transfer of shares not paid up in full, the
acknowledgement may be made only if the instrument has a recorded, or
otherwise fixed, date.13.3
    
    Where a share certificate has been issued for a share the surrender to the
Company of the share certificate shall also be required for such transfer. Such
requirement shall not apply if the share certificate has been lost, stolen or
destroyed and cannot be replaced according to Article 10. If the share
certificate is surrendered to the Company, the Company may acknowledge the
transfer by making an annotation on such share certificate as proof of the
acknowledgement or by replacing the surrendered certificate by a new share
certificate registered in the name of the transferee with due observance of
Article 9, paragraph 1.13.4
    
    After deletion of the existing booking in the share register an initial
booking or an addition as referred to in Article 11 shall be recorded in the
name of the person entitled to the share.
 16 Unilever N.V.Articles of Association 2009




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Article 14
 14.1
    
    The provisions of Article 13 hereof shall apply correspondingly to:
 a.
    
    the allocation of a
share upon the division of any community of property;b.
    
    the creation and transfer of a right of
usufruct or the creation of a right of pledge on a share. A pledge may also be established without
an acknowledgement by or service on the Company. In that case section 3:239 of the Civil Code shall
apply mutatis mutandis, whereby the acknowledgement by or service on the Company shall take the
place of the notice referred to in paragraph 3 of that section.
 14.2
    
    The transfer of a share as a result of a foreclosure shall take place in
accordance with the relevant statutory regulations in force, provided that if
a share certificate for the share is outstanding the lodgment of the share
certificate with the Company shall also be required for the transfer of
ownership.
 Unilever N.V.Articles of Association 2009 17




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Article 15
 15.1
    
    Ordinary shares belonging to the series numbered 1 to 2,400 inclusive may
be transferred by the holder only to one or more other holders of such shares
numbered 1 to 2,400 inclusive.15.2
    
    The provisions of the preceding paragraph of this Article may be deviated
from with the consent of all the holders of the ordinary shares numbered 1 to
2,400 inclusive, given unanimously at a meeting of such holders at which all
such holders are present or represented.15.3
    
    Before acknowledgement of a transfer is effected, the Board of Directors
shall ascertain that the provisions laid down for such transfer have been duly
complied with.
 Article 16
 16.1
    
    On the death of a holder of any ordinary share bearing one of the numbers
1 to 2,400 inclusive  or on the dissolution of a partnership, association or
company being a holder of such share  the heirs-at-law, legal successors or
liquidators shall be bound, within three months at the latest after the date of
such death or after the date of the resolution for such dissolution, to offer
all the shares registered in the name of their legal predecessor or in the name
of such partnership, association or company, successively and in such order as
they may desire, to all the other holders of such shares at a price based on
the price last quoted on Euronext for the ordinary shares of the Company prior
to the date of the offer.16.2
    
    The heirs-at-law, legal successors or liquidators mentioned in the
preceding paragraph shall, not later than three months after the date of the
said death or resolution for dissolution, give notice thereof in writing to the
Board of Directors, specifying the person or persons to whom, in accordance with
the provisions aforesaid, they wish the transfer of the said shares numbered 1
to 2,400 inclusive, belonging to their legal predecessor or the partnership,
association or company as the case may be to be effected, at the same time
lodging with the Board of Directors an instrument of transfer of ownership, as
mentioned in Article 13, paragraph 2 hereof.16.3
    
    The provisions of the foregoing paragraphs of this Article may be
deviated from with the consent of all the holders of the ordinary shares
numbered 1 to 2,400 inclusive, given unanimously at a meeting of such holders,
at which all such holders are present or represented.
 18 Unilever N.V.Articles of Association 2009




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Article 17
 17.1
    
    If the notice mentioned in the preceding Article hereof, together with the
specification and the instrument have not been lodged with the Board of
Directors within the period stated in the said Article, the Board of Directors
shall notify the other holders of the ordinary shares numbered 1 to 2,400
inclusive accordingly, at the same time convening a meeting of the holders of
such shares. This meeting shall then designate one or more holders of the said
shares who are prepared to take over the shares in question, to whom the
heirs-at-law, legal successors or liquidators concerned shall be bound to
transfer such shares forthwith at a price based on the price last quoted on
Euronext for the ordinary shares of the Company prior to the date of such
designation.17.2
    
    The chairman of the said meeting shall have the designation mentioned in
the preceding paragraph hereof communicated forthwith to the Board of Directors
and the Board of Directors shall notify the heirs-at-law, legal successors or
liquidators concerned accordingly within fourteen days after such meeting.17.3
    
    In the event of the heirs-at-law, legal successors or liquidators failing
to transfer all the said shares registered in the name of their legal
predecessor or in the name of the dissolved partnership, association or
company, to the person or persons designated by the said meeting within
fourteen days after notification of such designation to them, the Board of
Directors may effect such transfer themselves by signing on their behalf an
instrument as mentioned in Article 13, paragraph 2 hereof; such transfer shall
be recorded at the same time in the share register mentioned in Article 11
hereof.
 Article 18
  Unilever N.V.Articles of Association 2009 19




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Management
 Article 19
 19.1
    
    The management of the Company shall be conducted by a Board of Directors.19.2
    
    The Board of Directors shall consist of one or more Executive
Directors and Non-Executive Directors.19.3
    
    Only natural persons can be Non-Executive Directors.19.4
    
    The Board of Directors shall determine the number of Executive Directors
and the number of Non-Executive Directors. The Board of Directors may appoint
one of the Executive Directors as Group Chief Executive for such period as the
Board of Directors may decide.19.5
    
    The Executive Directors and Non-Executive Directors shall be appointed by the General Meeting
in the manner provided in this paragraph. Members of the Board of Directors can only be nominated
for appointment by the General Meeting:
 a.
    
    on the proposal of the Board of Directors;b.
    
    on the proposal of one or more shareholders or holders of depositary receipts for shares who alone or
together meet the requirements of Article 28, paragraph 5, provided (i) the proposal has been
notified to the Board of Directors on a date not later than the sixtieth day before the day of the
General Meeting and (ii) the person to be nominated has confirmed in writing that he accepts the
nomination and is prepared to accept a nomination to be appointed as member of the board of
directors of Unilever PLC.
 A resolution to appoint a member of the Board of Directors of the Company
shall become effective (i) at the close of business of the General Meeting at
which he was appointed provided that prior to that General Meeting he was
appointed as a member of the board of directors of Unilever PLC at the
corresponding general meeting of Unilever PLC or (ii) at the moment of his
later appointment as a member of the board of directors of Unilever PLC at
the corresponding general meeting of Unilever PLC, in which the corresponding
general meeting of Unilever PLC shall mean the general meeting of shareholders
of Unilever PLC which is closest in time to the relevant General Meeting of the
Company or any adjournment of the corresponding general meeting of Unilever
PLC; and provided that at least two persons will have been appointed as member
of the Board of Directors of whom one will have been appointed as Executive
Director of the Company and the other as Non-Executive Director of the Company.
 Pending one or more vacancies the Board of Directors remains properly constituted.
 20 Unilever N.V.Articles of Association 2009




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Section VI
 19.6
    
    A resolution to appoint a member of the Board of Directors in a General
Meeting can only be validly taken in respect of a person nominated whose name
was included in the agenda of such General Meeting or in the notes thereto.19.7
    
    The remuneration of the Executive Directors shall be determined by
the Board of Directors.19.8
    
    Each of the Non-Executive Directors shall be paid a fee at such rate as
may from time to time be determined by the Board of Directors provided that the
aggregate of all fees so paid per annum to Non-Executive Directors shall not
exceed the amount per annum decided by the General Meeting.19.9
    
    Unless Dutch law provides otherwise, the following shall be reimbursed to current and former
members of the Board of Directors:
 a.
    
    the reasonable costs of conducting a defence against claims
(also including claims by the Company) based on acts or failures to act in the exercise of their
duties or any other duties currently or previously performed by them at the Companys request;b.
    
    any damages payable by them as a result of an act or failure to act as referred to under a;c.
    
    the reasonable costs of appearing in other legal proceedings in which they are involved as current or
former members of the Board of Directors, with the exception of proceedings primarily aimed at
pursuing a claim on their own behalf.
 There shall be no entitlement to reimbursement as referred to above if and
to the extent that (i) a Dutch court has established in a final and conclusive
decision that the act or failure to act of the person concerned may be
characterised as wilful (opzettelijk), intentionally reckless (bewust
roekeloos) or seriously culpable (ernstig verwijtbaar) conduct, unless Dutch
law provides otherwise or this would, in view of the circumstances of the case,
be unacceptable according to standards of reasonableness and fairness, or (ii)
the costs or financial loss of the person concerned are covered by an insurance
and the insurer has paid out the costs or financial loss. If and to the extent
that it has been established by a Dutch court in a final and conclusive decision
that the person concerned is not entitled to reimbursement as referred to above,
he shall immediately repay the amount reimbursed by the Company. The Company may
request that the person concerned provide security for his repayment obligation.
The Company may take out liability insurance for the benefit of the persons
concerned. The Board of Directors may by agreement or otherwise give further
implementation to the above.19.10
    
    The appointment of a Director in itself does not constitute a
labour agreement (arbeidsovereenkomst) between the Director and the
Company.
 Unilever N.V.Articles of Association 2009 21




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Section VI
 Annual resignation and dismissal
 Article 20
 20.1
    
    All Executive Directors shall retire each year at the Annual General
Meeting provided however that the effective time of the resignation shall be as
soon as the resolution to appoint at least one Executive Director has become
effective pursuant to Article 19, paragraph 5. All Non-Executive Directors
shall retire each year at the Annual General Meeting provided however that the
effective time of the resignation shall be as soon as the resolution to appoint
at least one Non-Executive has become effective pursuant to Article 19,
paragraph 5.Members of the Board of Directors are eligible for immediate
reappointment, subject to the provisions of Article 19.20.2
    
    The General Meeting may at any time remove or suspend any member of the
Board of Directors. The resolution referred to in the preceding sentence shall
state the reasons therefor.
 Chairman of the Board of Directors
 Article 21
 21.1
    
    The Board of Directors shall appoint one of its members to be its
Chairman for such period as the Board of Directors may decide.21.2
    
    The Board of Directors may appoint one or more of its members as
Vice-Chairman of the Board of Directors for such period as the Board of
Directors may decide. If the Chairman is absent or unwilling to take the
chair, a Vice-Chairman shall be entrusted with such of the duties of the
Chairman entrusted to him by these Articles
of Association as the Board of Directors may decide.21.3
    
    If no Chairman has been appointed or if the Chairman is absent or
unwilling to take the chair, a meeting of the Board of Directors shall be
presided over by a Vice-Chairman or in the event of his absence or
unwillingness to take the chair, by a member of the Board of Directors or
another person present designated for such purpose by the meeting.
 Meetings
 Article 22
 22.1
    
    Meetings of the Board of Directors may be called at any time, either by
one or more members of the Board of Directors or, on his or their
instructions, by a Secretary.22.2
    
    The Secretaries may attend the meetings of the Board of Directors.
The Board of Directors may decide to permit others to attend a meeting as well.
 22 Unilever N.V.Articles of Association 2009




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Section VI
 Powers, restrictions
 Article 23
 23.1
    
    The Board of Directors shall be entrusted with the management of the
Company and shall for such purpose have all the powers within the limits of
the law that are not granted by these Articles of Association to others.23.2
    
    The Board of Directors may entrust the Group Chief Executive with the
operational management of the Company and the business enterprise connected
therewith. The Board of Directors may entrust the Group Chief Executive furthermore
with the preparation of the decision making process of the Board of
Directors and the implementation of the decisions taken by the Board of
Directors to the extent that the Board of Directors has not instructed a
committee to do so or has not decided otherwise.For the purposes of this paragraph, paragraph 3 and paragraph 6, if no
Group Chief Executive is appointed these powers shall be exercised and these
duties shall be fulfilled by the Executive Directors jointly.23.3
    
    The Group Chief Executive shall determine which duties regarding the
operational management of the Company and the business enterprises connected
therewith will be carried out under his responsibility by one or more other
Executive Directors or by one or more other persons.23.4
    
    The Non-Executive Directors shall supervise the policy and the fulfilment
of duties of the Group Chief Executive or of the Executive Directors,
respectively, and the general affairs of the Company and they shall be
furthermore entrusted with such duties as are and shall be determined by or
pursuant to these Articles of Association.23.5
    
    The Board of Directors may establish such committees as it may deem
necessary which committees may consist of one or more members of the Board of
Directors or of other persons. The Board of Directors appoints the members of
each committee and determines the tasks of each committee. The Board of
Directors may at any time change the duties and the composition of each
committee.23.6
    
    Timely the Group Chief Executive shall provide the Non-Executive
Directors with all information which is required for the exercise of their
duties.
 Unilever N.V.Articles of Association 2009 23




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23.7
    
    Without prejudice to its other powers and duties, the Board of Directors is authorised to
raise money by issues of notes, to dispose of interests in companies and business enterprises and
to enter into transactions:
 a.
    
    in respect of a subscription for shares imposing special
obligations upon the Company;b.
    
    concerning the acquisition of shares upon terms differing from
those upon which membership in the Company is offered to the public;c.
    
    having for their object to
secure some advantage to one of the founders of the Company or to a third party concerned in its
formation;d.
    
    relative to payments upon shares other than in cash, without being subject to any
restriction in this respect.
 23.8
    
    In the event of the absence or inability to act of one or more members of
the Board of Directors, the powers of the Board of Directors remain intact.In the event of the absence or inability to act of all members of the
Board of Directors, the Secretaries, acting jointly, or the only Secretary in
office, shall temporarily be responsible for the management of the Company
until the vacancies have been filled.In the event of the absence or inability to act of all members of the
Board of Directors the Secretaries or the only Secretary in office will as soon
as possible take the necessary measures required for a permanent solution.
 24 Unilever N.V.Articles of Association 2009




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Article 24
 24.1
    
    The Board of Directors shall represent the Company.24.2
    
    The Company shall also be represented by the Group Chief Executive (if
appointed) as well as by two other Executive Directors acting jointly. In
addition, except in the case of representation by virtue of a special power of
attorney and in the cases mentioned in paragraph 5 of this Article and in
Article 9, paragraph 5, the Company shall be represented either by an
Executive Director together with a Secretary or an attorney or by two
Secretaries or by one Secretary together with an attorney or by two attorneys,
in the last case subject to the limitations imposed upon the powers of any
such attorneys on or after their appointment.The Board of Directors shall have the power, without prejudice to its
responsibility, to cause the Company to be represented by one or more
attorneys. These attorneys shall have such powers as shall be assigned to them
on or after their appointment and in conformity with these Articles of
Association, by the Board of Directors.The Non-Executive Directors have no power to represent the Company.24.3
    
    The signing of mantles of share certificates, extracts from the
register referred to in Article 11 hereof and notes issued by the Company
may be effected by stamping or printing in facsimile the signatures of those
who are authorised by virtue of these Articles of Association to represent
the Company for such purpose.24.4
    
    A document which persons, solely or jointly empowered to represent the
Company in pursuance of paragraph 2 hereof, have signed as a certified true copy
of or extract from the minutes of a General Meeting, of a meeting of holders of
a class of shares or of a meeting of the Board of Directors shall as between the
Company and third parties be proof of a valid resolution by such meetings in
accordance with the contents of such copy or extract.
 Unilever N.V.Articles of Association 2009 25




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24.5
    
    If the Company is a shareholder, supervisory director or director of
another corporate body, it may also be represented as such at meetings of
shareholders, supervisory directors or the board of such corporate body by one
Executive Director authorised for this purpose by the Board of Directors.24.6
    
    If an Executive Director is acting in his personal capacity when entering
into an agreement with the Company or when conducting any litigation against
the Company, the Company may be represented, with due observance of the
provisions of paragraph 2 hereof by the other Executive Directors, unless the
General Meeting appoints another person for that purpose to represent the
Company. In the event that an Executive Director has a conflict of interest
vis-à-vis the Company in any other manner than as described in the first
sentence of this paragraph, every Executive Director, subject to the provisions
of paragraph 2 hereof, shall have power to represent the Company.
 
 Article 25
 25.1
    
    The Board of Directors may appoint one or more Secretaries from outside its members.25.2
    
    A Secretary shall have such powers as are assigned to him by these
Articles of Association and, subject to these Articles of Association, by
the Board of Directors on or after his appointment.25.3
    
    A Secretary may be removed from office at any time by the Board of Directors.
 
 Article 26
 26.1
    
    With due observance of these Articles of Association the Board of
Directors may adopt one or more sets of regulations dealing with such matters
as its internal organisation, the manner in which decisions are taken, the
composition, the duties and organisation of committees and any other matters
concerning the Board of Directors, the Group Chief Executive (if appointed),
the Executive Directors and the committees established by the Board of
Directors.26.2
    
    Regulations dealing with matters concerning General Meetings will be
placed on the Companys website.
 26 Unilever N.V.Articles of Association 2009




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Article 27
  
 Article 28
 28.1
    
    The General Meetings shall be held at Rotterdam, Vlaardingen, The
Hague, Utrecht, Amsterdam or Haarlemmermeer at such time and place as the
Board of Directors shall decide.28.2
    
    The notice convening a General Meeting shall be issued by or on behalf of
the Board of Directors in the manner as referred to in Article 33 hereof. At
least fourteen days notice shall be given, not counting the day of issuing the
notice and the day of the meeting, and such notice shall be given at least ten
days before the registration date as referred to in Article 29, paragraph 4
hereof if the Board of Directors establishes such a date.28.3
    
    The notice shall state which requirements shareholders and holders of
depositary receipts for shares must meet under the provisions of Article 29
hereof, in order that they may attend the General Meeting or be represented
thereat by proxy and that they may exercise their rights.28.4
    
    The notice shall furthermore contain the agenda for the meeting or 
except in the case of a proposal to amend the Articles of Association  shall
state that the agenda is available for inspection by shareholders and by
holders of depositary receipts for shares at the Companys registered office.
 Unilever N.V.Articles of Association 2009 27




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28.5
    
    Proposals by shareholders or holders of depositary receipts for shares
shall be put on the agenda only if they have been lodged in writing with the
Board of Directors by one or more shareholders or holders of depositary
receipts for shares who alone or together represent at least one-hundredth of
the issued capital or who represent the market value in shares as set in
respect thereto by or pursuant to the law on a date not later than the sixtieth
day before the day of the meeting and provided that there is not an important
interest of the Company at stake which prohibits that such proposal is put on
the agenda. Such written request may be submitted electronically subject to a
regulation adopted by the Board of Directors. For this purpose, holders of
shares which do not form part of a collective depot or the giro depot shall at
the same time state the numbers of the share certificates and/or of the
bookings for the shares held by them and holders of shares who are entitled as
a participant to a collective depot shall deliver a written statement from the
affiliated institution confirming that the number of shares mentioned in the
statement forms part of a collective depot and that the person mentioned in the
statement is a participant for the portion of the issued share capital or the
market value mentioned in the statement on the day on which proposals are
lodged in writing with the Board of Directors, or by other means to the
satisfaction of the Board of Directors. The provisions of the preceding
sentence shall correspondingly apply to depositary receipts for shares and to
holders of depositary receipts for shares.
 
 Article 29
 29.1
    
    Without prejudice to the provisions of Article 8 hereof, any person who at the date of a
General Meeting is a shareholder or a holder of a depositary receipt for a share and in respect of
whom the requirements set out in paragraph 3 or in paragraph 4 hereof have been met shall be
entitled either in person or by proxy appointed in writing:
 a.
    
    to attend and speak at such
meeting;b.
    
    to the extent a voting right in respect of the share accrues to him by virtue of the
law: to exercise such voting right at the General Meeting.
 The Board of Directors may resolve that each person authorised to
attend a General Meeting may, either in person or by written proxy, by
electronic means of communication directly take note of the business
transacted at a General Meeting.The Board of Directors may resolve that each person authorised to attend
and to vote at a General Meeting may, either in person or by written proxy,
vote at that meeting by electronic means of communication. For that purpose it
must be secured that such person can be identified through the electronic
means of communication, that such person can directly take note of the
business transacted at the General Meeting concerned and that such person can
exercise his voting rights.
 28 Unilever N.V.Articles of Association 2009




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The Board of Directors may attach conditions to the use of the
electronic means of communication, which conditions shall be announced at
the convocation of the General Meeting and shall be posted on the Companys
website.29.2
    
    Besides the persons mentioned in paragraph 1 hereof, only members of the
Board of Directors and the Secretaries and persons whom the meeting or its
chairman may admit shall be entitled to attend the meeting, as well
as  in the
General Meeting that resolves on adoption of the Annual Accounts  the auditor
to whom the instruction is given to render a statement with respect to the
Companys financial accounting documents.29.3
    
    Shareholders intending to attend the General Meeting shall:
 a.
    
    in order to be able to
exercise the powers mentioned in paragraph 1 hereof in respect of a share which does not form part
of a collective depot or the giro depot  notify the Company in writing of their intention by the
time and at the place mentioned in the notice, either stating the number of the share certificate
or of the booking for the said share, or using a form to be furnished for this purpose by or on
behalf of the Company, or in such other manner as mentioned in the notice;b.
    
    in order to be able
to exercise the powers mentioned in paragraph 1 hereof as participant in a collective depot:
deliver at the office of the Company or at such other place as mentioned in the notice of meeting
either a written statement by an affiliated institution confirming that the number of shares
mentioned in the statement forms part of a collective depot and that the person mentioned in the
statement is a participant for the number of shares mentioned and shall remain a participant until
the meeting has ended or give notice in such other manner as the Board of Directors may determine.
 The time mentioned in (a) and (b) above shall not be later than the third
day prior to the date of the meeting nor earlier than the day prior to the
date of the meeting determined by the Board of Directors with due observance
of the statutory provisions.29.4
    
    The Board of Directors may determine that persons authorised to attend
a General Meeting or persons authorised to attend and to vote at a General
Meeting shall be those persons who as such have been registered in one or
more register or registers designated for that purpose by the Board of
Directors at a time designated for that purpose by the Board of Directors,
irrespective of whom at the time of the General Meeting would have been a
person authorised to attend a General Meeting or a person authorised to
attend and to vote at a General Meeting if a registration date referred to
in this paragraph would not have been established.The convocation to attend a General Meeting shall mention the registration
time as well as the manner in which persons authorised to attend a General
Meeting and persons authorised to attend and to vote at a General Meeting can
register themselves and exercise their rights.
 Unilever N.V.Articles of Association 2009 29




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The registration date may not be fixed earlier than the thirtieth day
before the date of the General Meeting and not later than the date determined
by the Board of Directors as referred to in paragraph 3.29.5
    
    In the event that the powers mentioned in paragraph 1 will be exercised by
a proxy authorised in writing, then in addition to the notification
 if and
when it applies with due observance of the provisions of paragraph 4
hereof 
the proxy must have been received by the Company by not later than the date
determined by the Board of Directors as referred to in paragraph 3. A proxy may
exercise the powers mentioned in paragraph 1 hereof only (i) for shares in
respect whereof the numbers of the share certificates or of the bookings are
specified in the instrument of proxy, unless his instrument of proxy is on a
form furnished for this purpose by or on behalf of the Company and (ii) for the
number of shares that is mentioned in the notification made in accordance with
paragraph 3 under b.The requirement that a power of attorney (proxy) must be in writing is
satisfied when the power of attorney is recorded electronically.29.6
    
    The provisions of paragraphs 3 and 5 hereof shall apply correspondingly
to depositary receipts for shares and to the holders of such depositary
receipts for shares.
 
 Article 30
  
 Article 31
 31.1
    
    The Chairman of the Board of Directors shall preside at General Meetings.
If no Chairman of the Board of Directors has been appointed and also if the
Chairman is absent or unwilling to take the chair, the General Meeting shall,
subject to the provisions of Article 21, paragraph 2 hereof in respect of a
Vice-Chairman, be presided over by such other member of the Board of Directors
or such other person, whether a shareholder or not, as the Board of Directors
may determine.If at a meeting no person is present who can act as the Chairman of that
meeting in accordance or pursuant to these Articles of Association, then one
of the shareholders present shall be charged by the meeting to take the chair
of that meeting.
 30 Unilever N.V.Articles of Association 2009




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31.2
    
    The minutes of the General Meeting  unless the business transacted
thereat is recorded by a notary  shall be taken by a person to be designated
for this purpose by the Board of Directors. The minutes shall include the full
text of the resolutions adopted by the General Meeting and, at the request of
a person who was entitled to address the meeting, the concise content of what
he said, and further all that which the Chairman of the meeting may deem
necessary. The minutes shall be finally settled and signed by the Chairman of
the meeting and by the person referred to in the first sentence of this
paragraph.
 
 Article 32
 32.1
    
    All resolutions by a General Meeting shall, except where the law or
these Articles of Association otherwise provide, be passed by an absolute
majority of the votes cast.
Withheld or invalid votes shall not count.32.2
    
    The Chairman of the meeting determines the method of voting.32.3
    
    In the event of an equality of votes concerning persons, lots shall be
drawn; in the case of other matters than persons the resolution shall be deemed
to have been rejected.32.4
    
    To the extent that the Board of Directors makes use of the provisions of
Article 29, paragraph 4 with respect to a registration date the Board of
Directors may resolve that persons authorised to attend and to vote at a
General Meeting may, within a period prior to the General Meeting to be set by
the Board of Directors, which period cannot begin prior to the registration
date as meant in Article 29, paragraph 4, cast their votes electronically in a
manner to be resolved by the Board of Directors.Votes cast in accordance with the previous sentence are equal to
votes cast at the General Meeting.
 Unilever N.V.Articles of Association 2009 31




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Article 33
   
 Article 34
 34.1
    
    The General Meetings shall be distinguished between Annual General
Meetings and extraordinary General Meetings and shall be convened by the
Board of Directors.34.2
    
    The Annual General Meeting shall be held not later than the month of June.34.3
    
    The agenda for the Annual General Meeting shall in any case include the following items:
 a.
    
    consideration of the Annual Report submitted by the Board of Directors including a separate chapter
as meant in the code referred to in section 2:391, paragraph 5 of the Civil Code;b.
    
    adoption of
the Annual Accounts drawn up by the Board of Directors, which Annual Accounts include the
appropriation of the profit realised in the preceding financial year, subject to the provisions of
Article 38 hereof;c.
    
    the granting of discharge to the Executive Directors for the fulfilment of
their task in the preceding financial year;d.
    
    the granting of discharge to the Non-Executive
Directors for the fulfilment of their task in the preceding financial year;e.
    
    appointment of
Executive Directors and Non-Executive Directors;f.
    
    appointment of one or more experts charged
with the auditing of the Annual Accounts for the current year or charged with rendering a statement
with respect to the Companys financial accounting documents;g.
    
    consideration of the other items
on the agenda referred to in Article 28 hereof.
 32 Unilever N.V.Articles of Association 2009




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Article 35
  
 Article 36
  a.
    
    meetings of the holders of these shares may be convened by notice sent out at least
seven days  in cases of urgency five days  prior to the date of the meeting;b.
    
    such meetings
shall be held at the place mentioned in the convocation and shall themselves provide for their
conduct and for the taking of minutes of the business transacted thereat;c.
    
    the agenda of the
business to be dealt with at such meetings need not be included in the notice, nor have been made
available for inspection in the manner provided in Article 28, paragraph 4, hereof;d.
    
    such
meetings may also be called by any holder of one or more such shares;e.
    
    if all the holders of such
shares are present or represented thereat such meeting, even in case it has not been convened in
accordance with the relative provisions of these Articles of Association, shall, with the approval
of all present, be deemed to have been validly convened.
 Unilever N.V.Articles of Association 2009 33




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Article 37
 37.1
    
    The financial year of the Company is the calendar year.37.2
    
    If by virtue of the agreement referred to in Article 2 hereof any claim
against or liability towards Unilever PLC arises for the Company as a result
of the declaration of the dividends to be distributed for the financial year
by the Company and by Unilever PLC, such claim or liability shall be credited
or debited as the case may be to the Companys Profit and Loss Account for
that financial year.37.3
    
    The Company shall make the Annual Accounts, the Annual Report, the
declaration issued by the auditor as well as the other financial accounting
documents that the Company must make available pursuant to statutory
regulations, available within the periods prescribed by the law and in the
manner prescribed by the law.37.4
    
    Adoption of the Annual Accounts shall be made by the General Meeting.
 
 Article 38
 38.1
    
    The profit shown by the adopted Annual Accounts for the preceding financial
year shall, after the reserves which have to be kept by virtue of the law or the
agreement referred to in Article 2 hereof have where necessary been provided
therefrom and losses not yet covered from previous years have been made good and
after the reserves deemed necessary by the Board of Directors have been
provided, be applied as follows.38.2
    
    Firstly, to the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs
shall be paid a dividend of seven per cent, six per cent and four per cent,
respectively calculated on the basis of the original nominal value of their
shares in Dutch guilder, being a nominal value of one thousand Dutch guilder
(NLG 1,000) for the 7% cumprefs, a nominal value of one thousand Dutch guilder
(NLG 1,000) for the 6% cumprefs and a nominal value of one hundred Dutch guilder
(NLG 100) for the 4% cumprefs. For the purposes of this calculation, the nominal
value originally in Dutch guilder will be converted into euro at the official
conversion rate.38.3
    
    If the amount of the profit remaining after application of paragraph 1
hereof is not sufficient to implement in full the provisions of paragraph 2
hereof, such amount shall be distributed among the holders of the 7% cumprefs,
6% cumprefs and 4% cumprefs in such manner that the percentages of dividend
payable on the 7% cumprefs, 6% cumprefs and 4% cumprefs shall be in the ratio of
seven to six to four.
 34 Unilever N.V.Articles of Association 2009




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38.4
    
    In the event mentioned in paragraph 3 hereof, the deficit shall be made
good in subsequent years, provided always that the profits of subsequent years
remaining after implementation of the provisions of paragraphs 1 and 2 hereof
in respect of such profits shall first be applied in making good the arrears in
the dividends for previous years so that, if insufficient profit remains to
make good these arrears, the percentages of dividend paid in order to make good
the arrears of dividend on the 7% cumprefs, 6% cumprefs and 4% cumprefs shall
be in the ratio of seven to six to four.38.5
    
    The profits remaining after the provisions of the preceding paragraphs
have been applied shall be distributed to the holders of the ordinary shares
in proportion to the nominal value of their respective holdings of ordinary
shares.
 
 Article 39
  
 Article 40
  Unilever N.V.Articles of Association 2009 35




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Article 41
 41.1
    
    The Board of Directors shall determine the place or places where a
distribution is obtainable. At least one place in the Netherlands shall be
designated for this purpose for all classes of shares, except for shares for
which a share certificate has been issued.41.2
    
    If, as regards the latter shares, a cash dividend is made obtainable only
outside the Netherlands, the payment shall be made on these shares in the
currency of the country concerned calculated at the Euro foreign exchange
reference rates as published by the European Central Bank or at another rate of
exchange to be determined by the Board of Directors in either case at the day
which is one day prior to the date on which such distribution is resolved upon
or on another day to be determined by the Board of Directors. If and to the
extent that on the first day on which the distribution is obtainable the
Company, in consequence of Government action, war or other exceptional
circumstances beyond its control, is unable to make payment at the place
designated outside the Netherlands or in the foreign currency, the Board of
Directors may to that extent designate one or more places in the Netherlands
instead, in which event the provisions of the preceding sentence hereof shall
to that extent no longer apply.41.3
    
    The Board of Directors shall determine the date from which a distribution is obtainable.
 Different dates may be set in respect of the ordinary shares or the
various classes of preference shares and in respect of registered
shares for which share certificates are outstanding, shares for which
bookings as referred to in Article 11 hereof have been recorded in the
share register or shares which form part of a collective depot or the
giro depot.41.4
    
    In respect of a distribution on a share, for which a share certificate is
outstanding or for which a booking as mentioned in Article 11 hereof has been
recorded in the share register, the Company shall be released as against the
person entitled thereto by placing whatsoever is obtainable at the disposal of
or dealing therewith as instructed by the person in whose name the share is
recorded at the time fixed for such purpose by the Board of Directors. Different
times may be fixed for the two categories mentioned in this paragraph.41.5
    
    Any resolution to make a distribution, and the places and times
mentioned in this Article shall be made known in such manner as the Board of
Directors may consider appropriate.41.6
    
    In the event of any right being granted to shareholders, not consisting
of a distribution out of profits or out of the liquidation balance and not
included among the powers described in Article 29 hereof, the provisions of
the foregoing paragraphs hereof shall apply thereto correspondingly.
 36 Unilever N.V.Articles of Association 2009




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Article 42
 42.1
    
    The right to a cash distribution shall lapse and the amount concerned be
credited to the Companys Profit and Loss Account if such amount has not been
collected five years after the first day on which it was obtainable.42.2
    
    If a distribution is made by issuing ordinary shares in the Companys
capital, any shares not claimed by the person entitled thereto five years after
the first day on which they were obtainable may be converted into money by the
Company on his account. The right to the proceeds shall lapse and such proceeds
be credited to the Companys Profit and Loss Account if they have not been
collected by the person entitled thereto twenty years after the first day on
which the shares were obtainable.
 Unilever N.V.Articles of Association 2009 37




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Article 43
 43.1
    
    Without prejudice to the provisions of Article 44 hereof, resolutions
by the General Meeting to alter these Articles of Association shall be
valid only if proposed by the Board of Directors.A proposal of the Board of Directors to alter Article 19 paragraphs 5 and
6 requires the prior approval of the meeting of the holders of the ordinary
shares numbered 1 to 2,400 inclusive.43.2
    
    Resolutions to alter these Articles of Association which would prejudice
the rights of the holders of the 7% cumprefs, 6% cumprefs or 4% cumprefs under
these Articles of Association shall require the approval of the meeting of the
holders of the preference shares concerned given by at least three-fourths of
the votes cast at such meeting.43.3
    
    The provisions of paragraph 2 hereof shall not apply to a resolution to
alter these Articles of Association relating to a reduction of the Companys
issued capital in the event of the repayment of the 4% cumprefs as provided
in Article 5 hereof.
 
 Article 44
 44.1
    
    Resolutions to alter or terminate the agreement referred to in Article 2
hereof shall be valid only if passed by the General Meeting upon a proposal by
the Board of Directors.
Such resolutions shall require the approval of the holders of ordinary
shares, given by majority vote at a meeting of such holders at which at
least one-half of the total issued ordinary capital of the Company is
represented. If the resolution proposed relates to an alteration of the
said agreement which would prejudice the interests of the holders of
preference shares under the said agreement, or to the termination of the
agreement, then such resolution shall also require the approval of the
holders of preference shares given by at least three-fourths of the votes
cast at a meeting of such holders at which not less than two-thirds of
the total issued preference capital of the Company is represented.44.2
    
    If at any meeting as referred to in paragraph 1 hereof the capital
prescribed therein should not be represented, a new meeting shall be convened,
to be held within three months thereafter. The provisions of paragraph 1
hereof shall apply correspondingly to this new meeting, except that such new
meeting may give the approval referred to therein regardless of the capital
represented thereat.
 38 Unilever N.V.Articles of Association 2009




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Article 45
 45.1
    
    The resolution to dissolve the Company shall be valid only if proposed by
the Board of Directors and if carried at the General Meeting by at least
three-fourths of the votes cast thereat.45.2
    
    On the dissolution of the Company, the liquidation shall be carried out
by the Board of Directors, unless otherwise resolved by the General Meeting.45.3
    
    The provisions of these Articles of Association shall continue in force
as far as possible during the liquidation.45.4
    
    The resolution to dissolve the Company shall also set the
remuneration of the liquidators.45.5
    
    The liquidation balance after payment of all liabilities and charges
shall, subject to the relevant statutory regulations, be applied in the first
place in paying off the 7% cumprefs, 6% cumprefs and 4% cumprefs both as to
capital and arrears of dividend.Capital as meant in the preceding sentence is defined as the original
nominal value mentioned in Article 38, paragraph 2 converted into euro at the
official conversion rate.45.6
    
    If the liquidation balance does not permit of such payment, the balance
available shall be applied in the first place in making good any arrears of
dividend on the 7% cumprefs, 6% cumprefs and 4% cumprefs and, if insufficient
for making good such arrears, it shall be applied as provided in Article 38,
paragraph 4, hereof. Any balance remaining thereafter shall be distributed
among the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs pro rata to
the original nominal value mentioned in Article 38, paragraph 2 converted into
euro at the official conversion rate.45.7
    
    Whatever remains after the provisions of paragraphs 5 and 6 have been
applied shall be distributed to the holders of the ordinary shares in
proportion to their respective holdings of ordinary shares.
 Unilever N.V.Articles of Association 2009 39




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Article 46
 46.1
    
    In connection with the alteration of the Articles of Association which took
effect on the tenth day of May one thousand nine hundred and ninety-nine, the
ordinary shares with a nominal value of one Dutch guilder (NLG 1) as then stated
in the Articles of Association held by each shareholder have been converted into
such number of ordinary shares with a nominal value of one Dutch guilder and
twelve cents (NLG 1.12) as then stated in the Articles of Association, as
results from multiplying the total number of ordinary shares of one Dutch
guilder (NLG 1) as stated in the Articles of Association prior to such
alteration of the Articles of Association held by such shareholder with one
hundred/one hundred twelfth. A possible fraction of one ordinary share of one
Dutch guilder and twelve cents (NLG 1.12) as then stated in the Articles of
Association resulting from this multiplication has been converted into one or
more subshares of ordinary shares of one Dutch guilder and twelve cents (NLG
1.12) as then stated in the Articles of Association, hereafter called Scrips,
of one cent (NLG 0.01) as then stated in the Articles of Association, with if
necessary a rounding upward to a full Scrip.In connection with an alteration of the Articles of Association which has
become effective on the twenty-second day of May two thousand and six, a Scrip
shall be deemed to be a subshare entitled to three/one hundred and twelfth
(3/112) part of one (1) ordinary share with a nominal value of sixteen eurocent
(EUR 0.16) each.46.2
    
    As long as Scrips are outstanding as a consequence of conversion of
ordinary shares as provided in this Article, the following provisions apply.46.3
    
    The Scrips are to bearer. Only bearer certificates will be issued for
the Scrips, together with a dividend sheet, not consisting of separate
dividend coupons.46.4
    
    Notwithstanding the provisions of paragraph 3 , the provisions of Title 4
of Book 2 of the Dutch Civil Code on shares and shareholders apply accordingly
to Scrips and holders of Scrips, to the extent not stipulated otherwise in those
provisions.46.5
    
    The provisions of these Articles of Association on ordinary shares
respectively on holders of such shares apply accordingly to Scrips and
holders of Scrips, to the extent those provisions and the paragraphs 6, 7 and
8 hereafter do not stipulate otherwise.46.6
    
    The holder of a Scrip can not elect to register the Scrip in his name.
The Board of Directors may determine that a Scrip, whether or not temporarily,
shall be in registered form.46.7
    
    Every holder of a Scrip is entitled to three/one hundred and twelfth
(3/112) of the (interim) dividend and any other distribution to which the
holder of an ordinary share is entitled.
 40 Unilever N.V.Articles of Association 2009




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46.8
    
    In the event the holder of a Scrip acquires such number of Scrips that he
holds in total one hundred and twelve (112) or more Scrips, then, in deviation
from what has been provided in Article 7, paragraph 6, each time one hundred
and twelve (112) Scrips held by him are automatically converted in three
ordinary shares with a nominal value of sixteen eurocent (EUR 0.16) each, for
which the Company shall enter the holder of these shares in the share
register, unless that shareholder elects for a direct transfer for
incorporation in a collective depot. Certificates to bearer of Scrips which
will then be converted have to be delivered to the Company. The Company may
charge costs for conversion.
 Article 47
 47.1
    
    The share certificates issued before the tenth day of May one thousand nine
hundred and ninety-nine according to Model B for ordinary shares with a nominal
value of one Dutch guilder (NLG 1) as then stated in the Articles of Association
had to be exchanged after the alteration to the Articles of Association which
took effect on the tenth day of May one thousand nine hundred and ninety-nine by
the relevant shareholder for share certificates according to Model B of ordinary
shares with a nominal value of one Dutch guilder and twelve cents (NLG 1.12) as
stated in the Articles of Association following such alteration of the Articles
of Association by applying the calculation set forth in Article 46, paragraph 1.
In connection with the split of one ordinary share into three ordinary shares of
nominal value sixteen eurocent (EUR 0.16) each, the share certificates according
to Model B which have not been exchanged on the twenty-second day of May two
thousand and six are since that date deemed to be share certificates according
to Model B with a nominal value of sixteen eurocent (EUR 0.16). The Company may
charge costs for such exchange.47.2
    
    Contrary to the provision of paragraph 1 of this Article, every registered
share certificate in respect of an ordinary share which is co-signed by the
financial institution at that time designated and which is issued in pursuance
of a version of these Articles of Association in force prior to the tenth day of
May one thousand nine hundred and ninety-nine, will have to be returned to a
financial institution designated by the Company, in exchange for which the
shareholders will be directly registered in the New York share register of the
Company maintained by the financial institution designated by the Company. Certificates of shares will only be issued to these shareholders at their
request and the Company may charge costs for such issuing of
certificates. In order to exercise rights attached to the registered
shares in respect of which certificates have been issued which are
co-signed by the financial institution at that time designated, after the
thirtieth day of July one thousand nine hundred and ninety-nine, the
holders of such shares will have to have exchanged these certificates for
a direct registration in the New York share register of the Company
maintained by the financial institution designated by the Company.
 Unilever N.V.Articles of Association 2009 41




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47.3
    
    Every booking before the tenth day of May one thousand nine hundred and
ninety-nine in the share register of ordinary shares of one Dutch guilder (NLG
1) will be deemed to be a registration of such number of ordinary shares with a
nominal value of sixteen eurocent (EUR 0.16) as results from applying the
calculation described in Article 46, paragraph 1. Scrips are not registered in
the share register, unless the Board of Directors has determined that a Scrip,
whether or not temporarily, shall be in registered form or that the provisions
of Article 46, paragraph 8 are applicable.47.4
    
    Reference is made to the following transitional provision which forms part of the Articles of
Association as from the thirteenth day of October nineteen hundred and ninety-seven:In order to
exercise rights attached to ordinary shares of four Dutch guilders each outstanding on the
thirteenth day of October one thousand nine hundred and ninety-seven and in respect of which type
A certificates have been issued, after the first day of March one thousand nine hundred and
ninety-eight, the holders of such shares will have to have exchanged the type A share certificates
into type B share certificates in respect of ordinary shares of one Dutch guilder (NLG 1).
 Article 48
 
 Article 49
 49.1
    
    In connection with an alteration of the Articles of Association of the
twenty-second day of May two thousand and six all shares, that is both the
ordinary shares and the preference shares, shall be in registered form,
notwithstanding the provisions of Article 46, paragraph 3. Shareholders,
holders of a right of usufruct and holders of a right of pledge can no longer
exercise the rights attached to their shares (or have their rights exercised),
as long as they (a) have not been entered into the share register or (b) have
not delivered their shares for incorporation in a collective depot to an
affiliated institution, all of this subject to the provisions of Article 46,
paragraph 3.49.2
    
    An entry in the share register and a delivery as meant in the preceding
paragraph hereof can only take place against delivery of the relevant share
certificates to the Company. After expiry of the financial year two thousand
and six the Company may charge the cost for the registration in the share
register as meant in this Article.
 42 Unilever N.V.Articles of Association 2009




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49.3
    
    Share certificates for registered shares expressed in Dutch guilder
must, unless Article 50 applies, be delivered to the Company and at the
request of the shareholder concerned for these share certificates either,
with due observance of Article 9, paragraph 1, share certificates can be
issued with the appropriate nominal value expressed in euro or  if possible
 a transfer shall take place for incorporation in a collective depot to an
affiliated institution.
 
 Article 50
  Unilever N.V.Articles of Association 2009 43




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