**Exhibit      1.1**

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| 2005 Rotterdam |        |
|----------------|--------|
|           |   |

|   |                                                 |
|--------|------------------------------------------------------|
|   |                                                 |
|   | Articles        of Association      of Unilever N.V. |
|   |                                                 |
|   |                                                 |
|   |                                                 |
|   |                                                 |
|        |
|   |                                                 |

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Articles    of Association ofUnilever N.V.

 

 

|                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| As        worded with effect from 14 July 2005 on the basis of:                                                                                                                                                                                                                                                                                                                                                                        |
| 1)                                                                                                                                                                                                                                                                                                                                                                                                                                     | the        Deed of alterations dated 26 May 2005 passed before J.D.M. Schoonbrood,        Notary in Amsterdam, in respect of which the Declaration of Non-objection        by the Minister of Justice has been given by a decree dated 23 May 2005,        No. N.V. 37.326; |
| 2)                                                                                                                                                                                                                                                                                                                                                                                                                                     | a        notarial record as referred to in Section 45 para. 2 of the Act on the        Notarial Profession, drawn up by J.D.M. Schoonbrood, Notary in Amsterdam,        on 12 July 2005; |
| 3)                                                                                                                                                                                                                                                                                                                                                                                                                                     | a        statement by the Company at the office of the Commercial Register. |
| Unilever        N.V. (then named “Naamloze Vennootschap Margarine Unie”)        was formed by Notarial Deed dated 9 November 1927 passed before L.J.C.J.        van Ravesteyn, Notary in Rotterdam, in respect of which Deed the Royal        consent was given by Decree dated 3 December 1927, No. 29 (Supplement        No. 2802 to the “Nederlandsche Staatscourant” of 29 December        1927, No. 253). |
|                                                                                                                                                                                                                                                                                                                                                                                                                                   |

|   | **1** |
|--------|-------|

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Articles    of Association

 of:  Unilever N.V.,  established in Rotterdam  dated July 14, 2005

 Please    note that in case of a conflict between the Dutch version and the English    translation of the Articles of Association of Unilever N.V. the Dutch text    shall prevail.

| **2** |   |
|-------|--------|

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Section I

| Name        and registered office |
|-----------------------------------|
|                                   |

**Article        1**The name of the Company is Unilever N.V. and its registered  office is situated in Rotterdam.

| Objects  |
|---------------|
|               |

**Article        2**The objects for which the Company is established  are to acquire interests in companies and business enterprises and to manage  and finance companies and business enterprises regardless whether these are  group companies and to do all things which, directly or indirectly, may be  deemed to be incidental or conducive thereto in the widest sense, including  especially the carrying out of an agreement between the Company (then named  Lever Brothers & Unilever N.V.) and Lever Brothers & Unilever Limited  (now named Unilever PLC) – an English company with objects similar to  those of Unilever N.V. – entered into on the twenty-eighth day of June nineteen hundred and forty-six, which reaffirmed an agreement dated the thirty-first  day of December nineteen hundred and thirty-seven concluded by the same parties  and identical in its operative provisions, and which was modified on the twentieth  day of July nineteen hundred and fifty-one and on the twenty-first day of December  nineteen hundred and eighty-one.

| Definitions |
|-------------|
|             |

**Article        3**In these Articles of Association the following terms  shall have the following meaning:

| addition:                  | an        alteration to the share register referred to in Article 11 paragraph        5;                                                                                                        |
|----------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |                                                                                                                                                                                            |
| 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; |
|                       |                                                                                                                                                                                            |
| 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;                                                                                                               |
|                       |                                                                                                                                                                                            |

| **Unilever          N.V.** Articles of Association 2005 | **3** |
|---------------------------------------------------------|-------|

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Section I

| 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;                                                                                                                                    |
|                                                    |                                                                                                                                                                                                                                                                                                                            |
| Euribor:                                                | the        interest rate for six months Euro funds set by the Banking Federation        of the European Union at eleven hundred hours on the first day of each        period;                                                                                                                                                   |
|                                                    |                                                                                                                                                                                                                                                                                                                            |
| 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;                                                                                                                                                                                                                       |
|                                                    |                                                                                                                                                                                                                                                                                                                            |
| 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 2005 |
|-------|----------------------------------------------------------|

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Section I

| law:                                                                                | the    law of the Netherlands;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Non-Executive    Director:                                                          | a    member of the Board of Directors referred to in Article 19 hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| person:                                                                             | a    natural person or a legal entity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| person          authorised to attend and    to vote at a General Meeting: | (a)        a shareholder entitled to vote, (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, (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; |
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

| **Unilever    N.V.**Articles of Association 2005  | **5** |
|--------------------------------------------------------|-------|

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Section I

| 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;               |
|                      |                                                                                                                                            |
| share    certificate:     | a        certificate representing a share, a certificate representing more than    one share and a certificate representing 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 paragraph1.                                                                       |
|                      |                                                                                                                                            |

| **6** | **Unilever N.V.**Articles of Association          2005 |
|-------|--------------------------------------------------------|

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Section II

| Capital    and division into shares |
|-------------------------------------|
|                                     |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Article    4** |
| **4.1**          | The        authorised capital of the Company is one thousand four hundred and seventy-two        million four hundred thousand Dutch guilders (NLG 1,472,400,000) divided        into: seventy-five thousand (75,000) seven per cent cumulative preference        shares of one thousand Dutch guilders (NLG 1,000) each, (the “7%        cumprefs”); two hundred thousand (200,000) six per cent cumulative        preference shares of one thousand Dutch guilders (NLG 1,000) each, (the “6%        cumprefs”); seven hundred and fifty thousand (750,000) four per        cent cumulative preference shares of one hundred Dutch guilders (NLG        100) each, (the “4% cumprefs”); two thousand four hundred        (2,400) ordinary shares of one thousand Dutch guilders (NLG 1,000) each; and one billion (1,000,000,000) ordinary shares of one Dutch guilder and twelvecents (NLG 1.12) 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 2005  | **7** |
|----------------------------------------------------------------|-------|

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Section II

| Reduction    of capital |
|-------------------------|
|                         |

|                    |
|-------------------------|
| **Article    5**        |
| **5.1**                 | Subject as hereinafter provided the Company may at any time repay the par      value of the 4% cumprefs, either in whole or in part, subject to the statutory    regulations applicable to reduction of the issued capital. |
|                    |   |
| **5.2**                 | If        repayment in part be resolved upon, the shares to be repaid shall be        ascertained bydrawings. |
|                    |   |
| **5.3**                 | Repayment        shall not take place so long as any dividend on any preference shares        is inarrear. |
|                    |   |
| Repurchase    of shares |
|                         |
|                    |   |
| **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 2005 |
|-------|------------------------------------------------------------|

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Section III

| Shares,    fractional shares, share register and share certificates |
|---------------------------------------------------------------------|
|                                                                     |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Article    7** |
| **7.1**          | The        ordinary shares of one thousand Dutch guilders (NLG 1,000) each are numbered        1 to 2,400 inclusive. The other shares are not numbered, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.2**          | The        ordinary shares numbered 1 to 2,400 inclusive shall be registered shares        only. The other shares shall be either registered or, provided they are    fully paid up, bearer shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.3**          | When        shares are issued they shall be in registered or bearer form at the shareholder’s        option, subject to the provisions of this Article and any directions        given by virtue hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.4**          | At        the request of a shareholder, who at the same time makes a request as        mentioned in Article 12 hereof, shares already issued shall if registered        be converted into bearer shares and if bearer shares be converted into        registered shares, subject to the provisions of this Article and any    directions given by virtue hereof.                                                                                                                                                                                                                                                                                                                                                                                                                        |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.5**          | The        Board of Directors may direct in the case of ordinary shares that requests        for issue of bearer shares and requests for the conversion of registered        shares into bearer shares or vice versa shall be complied with only if        and to the extent that such request relates to five shares or a multiple    thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.6**          | The        Board of Directors may split shares into fractional shares of one cent        (NLG 0.01) or multiples thereof. 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, without prejudice to the provisions        in Article 46 paragraph 8. 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. |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

| **Unilever          N.V.** Articles of Association 2005 | **9** |
|---------------------------------------------------------|-------|

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 Section    III

| Community    of property of shares or depositary receipts for shares |
|----------------------------------------------------------------------|
|                                                                      |
|                                                                 |   |

| **Article    8**      |
|-----------------------|
| **8.1**               | If        shares or depositary receipts for shares form part of a community of        property, the Company is entitled to admit one person only, designated        in writing by the joint participants, 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 may also        designate more than one person. If the community of property comprises        shares, the joint participants may determine at the time of the designation        of the representative or thereafter – but only unanimously – that,        if a joint participant so wishes, a number of votes corresponding to        his interest    in the 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. |
|                  |   |
| Share    certificates |
|                       |  |
|                  |   |
| **Article    9**      |
| **9.1**               | In        respect of registered shares, registered share certificates shall be        issued to shareholders unless, at the shareholder’s request, only        a booking is recorded. In respect of bearer shares, bearer share certificates    shall be issued to shareholders. |
|                  |   |
|                  | The        share certificates shall be obtainable for single shares and also for        as many shares as the Board of Directors may direct. In respect of ordinary        bearer shares, however, the Board of Directors may direct that the share        certificates shall be obtainable only for five shares and for such multiples    thereof as may be determined by the Board of Directors. |
|                  |   |

| **10**  | **Unilever          N.V.** Articles of Association 2005 |
|--------------|---------------------------------------------------------|

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 Section    III

| **9.2** | The            registered share certificates shall be obtainable in the form of            a mantle with a set of dividend coupons –with            or without a talon – which            are intended to be surrendered to the Company in order to exercise            rights to be granted in respect of the share, as mentioned in Article            41 hereof. In these Articles of Association such registered share            certificates are hereafter referred to as type I share certificates.

The          registered share certificates for ordinary shares of one Dutch guilder          and twelve cents (NLG 1.12) each shall also be obtainable in the form          of a mantle without dividend coupons. In these Articles of Association          such registered share certificates are hereafter referred to as type    II share certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **9.3** | The          bearer share certificates in respect of 7% cumprefs, 6% cumprefs and          4% cumprefs shall be obtainable in the form of a mantle with a set          of dividend coupons – with or without a talon –which          are intended to be surrendered to the Company in order to exercise          rights to be granted in respect of the share, as mentioned in Article          41 hereof. In these Articles of Association such bearer share certificates          are hereafter referred to as type A share certificates. The Board of          Directors may direct in respect of each class of cumulative preference          shares that bearer share certificates shall also be obtainable in the          form of a mantle with a dividend sheet which is intended to be kept          in deposit for the shareholder in order to exercise rights to be granted          in respect of the share, as mentioned in Article 41 hereof. In these          Articles of Association such bearer share certificates are hereafter          referred to as type B share certificates. The bearer share certificates          in respect of ordinary shares of one Dutch guilder and twelve cents          (NLG 1.12) each shall only be obtainable in the form of type B share    certificates. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | The        dividend sheet of a type B share certificate shall be issued by the Company        only to a depositary to be designated by the shareholder. Such designation        must be made from among a group of depositaries who have been admitted        for this purpose by the Board of Directors and whose custody of dividend        sheets as aforesaid is administered by a body independent of the Company        accepted therefor by the Board of Directors and who have undertaken not        to pass such dividend sheets on to persons other than depositaries and        exchanging agents admitted by the Board of Directors without the Board        of Directors’ consent and only to accept the deposit thereof on    this condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **9.4** | The          share certificates for ordinary shares of one thousand Dutch guilders          (NLG 1,000) each shall bear the same numbers as the share or shares          to which they relate.The          share certificates for the remaining shares shall each bear a number          or a serial letter or serial letters and a number to distinguish share          certificates of the same class or series and of the same nominal amount.          The numbers 1 to 2,400 inclusive shall not be used for type I or type          B share certificates for ordinary shares of one Dutch guilder and twelve    cents (NLG 1.12) each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

| **Unilever          N.V.** Articles of Association 2005 | **11** |
|---------------------------------------------------------|--------|

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 Section    III

| **9.5**                         | 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        type II share certificates shall, and all other share certificates may        be countersigned by one or more persons designated by the Board of Directors    for that purpose.                                                                                                                                                                                                                                                                                                                |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **9.6**                         | 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.                                                                                                                                                                                                                                                                                                                                  |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **9.7**                         | 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.                                                                                                                                 |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Duplicate    share certificates |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Article    10**               |
| **10.1**                        | Without        prejudice to the provisions of the law the Board of Directors may, to        replace any share certificate or part thereof 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 new part thereof, or a duplicate bearing the        same number as the document which it replaces and showing clearly that    it is a duplicate. |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **10.2**                        | At        the time of issue of such new document or duplicate the document which        it replaces shall becomenull 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.                                                                                                                                                                                                                                                                                                                        |
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

| **12** | **Unilever          N.V.** Articles of Association 2005 |
|--------|---------------------------------------------------------|

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 Section    III

| Share    register |
|-------------------|
|                   |  |
|              |   |
| **Article    11** |
| **11.1**          | For        the registered shares a register shall be kept by or on behalf of the        Company which shall record each shareholder’s 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 together with any serial letter or letters of    such share certificate. |
|              |   |
|              | Entries        and bookings shall be recorded separately even though they concern one    and the same shareholder. |
|              |   |
| **11.2**          | The        register mentioned in the preceding paragraph hereof 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 type        I share certificates have been issued, to entries in respect of shares    for which type II share certificates have been issued or to bookings. |
|              |   |
| **11.3**          | 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. |
|              |   |
| **11.4**          | 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        beeffected otherwise. |
|              |   |
| **11.5**          | 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. |
|              |   |

| **Unilever          N.V.** Articles of Association 2005 | **13** |
|---------------------------------------------------------|--------|

----

 

 Section    III

| **11.6** | 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.                                                                                                                                                                                                                                                                                |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **11.7** | 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 2005 |
|--------|------------------------------------------------------------|

----

 

 Section    III

| Exchange    of registered and bearer share certificates |
|---------------------------------------------------------|
|                                                         |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Article    12** |
| **12.1**          | If        the holder of one or more registered share certificates or bearer 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 of        the type desired by him 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 and of the    type desired by him.                                                                                                                                                                                                        |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **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 and share certificates.                                                                                                                                                                                 |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **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 2005  | **15** |
|----------------------------------------------------------------|--------|

----

 

 Section    IV

| Transfer    of shares |
|-----------------------|
|                       |
|                  |

| **Article    13** |
|-------------------|
| **13.1**          | The        transfer of ownership of a registered share for which a share certificate        is outstanding can, without prejudice to the provisions of paragraph        3 hereof and without prejudice to the provisions of Article 14 paragraph        2 hereof, be effected only either by service upon the Company of an instrument        of transfer of ownership of the share and lodgment with it of the share        certificate or by written acknowledgement by the Company upon submission        to it of an instrument of transfer of ownership and lodgment of the share        certificate with the Company. In both cases the Company shall record        the transfer of ownership on the share certificate or cancel such share        certificate and issue one or more new share certificates for the same        total nominal amount registered in the name of the person(s) entitled    to the share(s). |
|              |   |   |
| **13.2**          | The        transfer of ownership of a registered share for which no share certificate        is outstanding can, without prejudice to the provisions of paragraph        3 hereof and subject to the provisions of Article 14, paragraph 2, be        effected only either by service upon the Company of an instrument of        transfer of ownership of the share or by written acknowledgement by the        Company upon submission to it of an instrument of transfer of ownership        of the share. The written acknowledgement of the transfer of ownership        shall, after deletion of the existing booking in the share register,        be effected either by recording an initial booking or an addition as        referred to in Article 11 hereof in the name of the person entitled to        the share or by issuing one or more share certificates registered in        the name of the transferee for the same total nominal amount registered    in the name of the person(s) entitled to the share(s). |
|              |   |   |
| **13.3**          | For        written acknowledgement by the Company of the transfer of ownership of        a registered share, unless such transfer is made with the consent of    the Board of Directors, it is required: |
|              | a. | if        a type I share certificate is outstanding for the share or if a booking        for the share is recorded in the share register: that an instrument of        transfer of ownership, by means of a form to be supplied free of charge        by the Company, duly completed and signed by or on behalf of the transferor,    has been lodged with the Company; |
|              | b. | if        a type II share certificate is outstanding for the share: that the instrument        printed on the back of the share certificate or a separate instrument        couched in identical terms, duly completed and signed by or on behalf    of the transferor, has been lodged with the Company. |
|              |   |   |

| **16** | **Unilever              N.V.**Articles of Association 2005 |
|--------|------------------------------------------------------------|

----

 

 Section    IV

| Additional    transfer requirements |
|-------------------------------------|
|                                     |
|                                |
| **Article    14**                   |

| **14.1** | The    provisions of Article 13 hereof shall apply correspondingly to:                                                                                                                                                                                                                                                                                         |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | a.                                                                                                                                                                                                                                                                                                                                                             | the        allocation of a registered 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 registered share, provided that the written acknowledgement        thereof in the case of a share for which a share certificate is outstanding    can be effected only by making a record thereon to such effect. |
|     |                                                                                                                                                                                                                                                                                                                                                           |   |
| **14.2** | The        transfer of a registered 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 2005  | **17** |
|----------------------------------------------------------------|--------|

----

 

 Section    V

| Special        provisions relating to the ordinary shares numbered1 to 2,400 inclusive |
|----------------------------------------------------------------------------------------|
|                                                                                        |
|                                                                                   |
| **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 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 3 sub-paragraph    (a) hereof, and the relative share certificates. |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **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 2005 |
|--------|------------------------------------------------------------|

----

 

 Section    V

| **Article    17**                                                                                                                     |
|---------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                  |   |
| **17.1**                                                                                                                              | If        the notice mentioned in the preceding Article hereof, together with the        specification, the instrument and the share certificates referred to        in such Article 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 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          3 sub-paragraph (a) hereof; such transfer shall be recorded at the          same time in the share register mentioned in Article 11 hereof and – if          necessary –duplicate          share certificates shall be issued to the transferees. The issue of          any such duplicate shall render the document it replaces null and void.          All expenses incurred in connection with the issue of such duplicates          shall be borne by the heirs-at-law, legal successors or liquidators    herein referred to. |
|                                                                                                                                  |   |
| **Article    18**                                                                                                                     |
| All        announcements and communications required by the foregoing Articles of    this Section shall be sent by registered letter. |
|                                                                                                                                  |   |

| **Unilever          N.V.** Articles of Association 2005 | **19** |
|---------------------------------------------------------|--------|

----

 

 Section    VI

| 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 from a binding nomination comprising at least such        number of persons as shall be required by law for each vacancy, to be        drawn up by the meeting of the holders of ordinary shares numbered 1        to 2,400 inclusive. Notwithstanding the provisions of paragraph 4 and        6 of this Article, the General Meeting may appoint a member of the Board        of Directors as its discretion if the meeting of the holders of ordinary        shares numbered 1 to 2,400 inclusive has not within a reasonable period    after having been invited thereto made a nomination. |
|              |   |
|              | A        nomination is binding when it has been made in due time, in accordance        with the applicable law and provided it only includes the names of persons        who have offered themselves for election to the board of directors of        Unilever PLC at or about the same time as their nomination for election        to the Board of Directors of the Company. However, the General Meeting        may at all times overrule the binding nature of such a nomination by        a resolution adopted by at least a two-thirds majority of the votes cast,        which majority should represent more than one-half of the issued share        capital. In the event that a nomination is overruled in accordance with        the preceding sentence, a new meeting shall be convened to be held within        three months thereafter, notwithstanding the other provisions of this        Article. At this new meeting a new Director may be appointed with an        absolute majority of the votes cast at such General Meeting, notwithstanding    the provisions of paragraph 6 of this Article. |
|              |   |
|              | Pending    one or more vacancies the Board of Directors remains properly constituted. |
|              |   |
| **19.6**          | When        a proposal is made to the General Meeting for the appointment of a member        of the Board of Directors, the name of the person or persons (first)        nominated shall be included in the agenda of such General Meeting or    in the notes thereto. |
|              |   |

| **20** | **Unilever          N.V.** Articles of Association 2005 |
|--------|---------------------------------------------------------|

----

 

 Section    VI

| **19.7**  | The        nomination list shall be lodged with the Board of Directors in good time        before the day on which the General Meeting is to deal with the appointment        of one or more members of the Board of Directors so that the Board of    Directors can place the appointments on the agenda for that meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **19.8**  | The        remuneration of the Executive Directors shall be determined by the Board    of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **19.9**  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **19.10** | 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 tothe above. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |

| **Unilever          N.V.** Articles of Association 2005 | **21** |
|---------------------------------------------------------|--------|

----

 

Section VI

| Annual    resignation and dismissal |
|-------------------------------------|
|                                     |
|                                |

| **Article    20** |
|-------------------|
| **20.1**          | All        Executive Directors shall retire each year at the Annual General Meeting    as per the moment of appointment of at least one Executive Director. |
|              |   |
|              | All        Non-Executive Directors shall retire each year at the Annual General        Meeting as per the moment of appointment of at least one Non-Executive    Director. |
|              |   |
|              | 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 theBoard 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 themeeting. |
|              |   |

| 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 2005 |
|--------|---------------------------------------------------------|

----

 

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 2005 | **23** |
|---------------------------------------------------------|--------|

----

 

 Section    VI

| **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 restrictionin 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 2005 |
|--------|------------------------------------------------------------|

----

 

 Section    VI

| Representation    |
|-------------------|
|                   |
|              |
| **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, elements thereof, 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 2005  | **25** |
|----------------------------------------------------------------|--------|

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 Section    VI

| **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 representthe Company. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Secretaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Regulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Article    26**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 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 theBoard of Directors. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

| **26** | **Unilever              N.V.**Articles of Association 2005 |
|--------|------------------------------------------------------------|

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 Section    VII

| Meetings    of holders of a class of shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Article    27**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The        provisions of the Articles 28 to 33 inclusive and of Article 35 hereof        relating to the General Meeting shall, save in so far as is otherwise        expressed or follows from the meaning of the relevant provision, apply        correspondingly to the meeting of holders of preference shares, to the        meeting of holders of preference shares of a particular class and the        meeting of ordinary shareholders and – subject to the provisions        of Article 36 hereof – to the meeting of the holders of ordinary shares        of one thousand    Dutch guilders each numbered 1 to 2,400 inclusive. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Place    of meetings. Convocation. Registration date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **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 by way of advertisement in the daily newspapers        mentioned 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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| **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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| **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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| **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. Registered shareholders 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 bearer shares        must show that on the day on which the proposals are lodged in writing        with the Board of Directors they are holders of such shares, either by        submitting a declaration by a bank confirming that at that time the bank        held the share certificates for them, or by other means to the satisfaction    of the Board of Directors. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |

| **Unilever            N.V.**Articles of Association 2005  | **27** |
|----------------------------------------------------------------|--------|

----

 

 Section    VII

| Admittance    to a General Meeting |
|------------------------------------|
|                                    |
|                               |
| **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 meeting. |
|                               |   |   |
| **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. |
|                               |   |   |
| **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 registered share –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; |
|                               | b. | in        order to be able to exercise the powers mentioned in paragraph 1 hereof        in respect of a bearer share: produce a voucher issued by a depositary        office mentioned in the notice of meeting and showing that the mantle        of the share certificate or, if this was specifically indicated in the        notice of meeting, the entire share certificate had been deposited by        the shareholder by the time mentioned in the notice and that the depositary        office concerned accepts responsibility towards the Company for ensuring        that the mantle or the share certificate as the case may be will not        be handed over before the end of the meeting except upon surrender of    the voucher. |
|                               |   |   |
|                               | The        time mentioned in (a) and (b) above shall not be later than the third        day following that of the notice convening the meeting nor earlier than        the seventh day prior to that of themeeting. |
|                               |   |   |

| **28** | **Unilever              N.V.**Articles of Association 2005 |
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 Section    VII

| **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.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | The    provisions of paragraph 3, sub-paragraphs a and b shall apply correspondingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **29.5** | In        the event that the powers mentioned in paragraph 1 will be exercised        by a proxy, 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        or        dates mentioned for that purpose in the convocation. A proxy may exercise        the powers mentioned in paragraph 1 hereof only 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. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

| **Unilever            N.V.**Articles of Association 2005  | **29** |
|----------------------------------------------------------------|--------|

----

 

Section    VII

| Number        of votes                                                                                                                                                                                                                                                                                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                       |
| **Article          30**                                                                                                                                                                                                                                                                                                                                    |
| The        person who is authorised by virtue of these Articles of Association to        exercise the voting right attaching to one or more shares at the General        Meeting may cast as many votes in respect thereof as the number of complete        times the sum of ten cents (NLG 0.10) is comprised in the total nominal        amount thereof. |
|                                                                                                                                                                                                                                                                                                                                                       |
| Chairman,        minutes                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                       |
| **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. |
|                                                                                                                                                                                                                                                                                                                                                       |   |
| **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. |
|                                                                                                                                                                                                                                                                                                                                                       |   |

| **30** | **Unilever              N.V.**Articles of Association 2005 |
|--------|------------------------------------------------------------|

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 Section    VII

| Resolutions                                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                        |
| **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. Blank 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. |
|                                                                                                                                                                                                                                                                        |   |   |
| Publication        of convocations                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                        |
| **Article          33**                                                                                                                                                                                                                                                     |
| All        notices by the Company shall be published in at least two Dutch daily        newspapers to be selected by the Board of Directors. Notifications and        announcements by the Company shall be made in the manner determined by        the Board of Directors. |
|                                                                                                                                                                                                                                                                        |
| The        provisions of this article shall apply save in so far as otherwise provided        in these Articles of Association and without prejudice to any additional,        legal or regulatory publication requirements.                                                |
|                                                                                                                                                                                                                                                                        |
| Annual        General Meeting                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                        |
| **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        order of business to be transacted at the Annual General Meeting is: |
|                                                                                                                                                                                                                                                                        | a. | consideration        of the Annual Report submitted by the Board of Directors; |
|                                                                                                                                                                                                                                                                        | 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; |
|                                                                                                                                                                                                                                                                        | g. | consideration        of the other items on the agenda referred to in Article 28 hereof. |
|                                                                                                                                                                                                                                                                        |   |   |

| **Unilever            N.V.**Articles of Association 2005  | **31** |
|----------------------------------------------------------------|--------|

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 Section    VII

| Extraordinary        General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Article          35**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Extraordinary        General Meetings shall be held whenever the Board of Directors so decides        or at the request by one or more shareholders and holders of depositary        receipts for shares together representing at least one-tenth of the issued        capital who make a request to that effect in writing to the Board of        Directors, specifying the resolutions which they wish to be considered.        The provisions of the second sentence of Article 28 paragraph 5 shall        hereby apply correspondingly. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Meetings        of holders of ordinary shares numbered 1 to 2,400 inclusive                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Article          36**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| The        following special arrangements shall apply to meetings of the holders        of the ordinary shares of one thousand Dutch guilders each numbered 1        to 2,400 inclusive:                                                                                                                                                                                                                                                                                                                                                     |
| 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. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |

| **32** | **Unilever              N.V.**Articles of Association 2005 |
|--------|------------------------------------------------------------|

----

 

 Section    VIII

| Financial        year, Annual Accounts |
|----------------------------------------|
|                                        |
|                                   |
| **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        Board of Directors shall keep the Annual Accounts which it has drawn        up and its Annual Report, together with the information to be added thereto        pursuant to the law and the declaration issued by the expert(s) referred        to in Article 34, paragraph 3, sub-paragraph (f), hereof, available for        inspection by shareholders and by holders of depositary receipts for        shares at the Company’s office from the day on which the notice        convening the General Meeting is issued until the termination of such        meeting and shall make copies thereof available for such holders free        of charge; other persons may obtain copies at cost. |
|                                   |   |
| **37.4**                               | Adoption        of the Annual Accounts shall be made by the General Meeting. |
|                                   |   |
| Allocation        of profits           |
|                                        |
|                                   |
| **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,        the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs shall be        paid the dividends due to them of seven per cent, six per cent and four        per cent as the case may be on the nominal amount of their shares. |
|                                   |   |
| **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. |
|                                   |   |

| **Unilever            N.V.**Articles of Association 2005  | **33** |
|----------------------------------------------------------------|--------|

----

 

 Section    VIII

| **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 par value of their respective holdings of ordinary        shares.                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

| Interim        distributions                                                                                                                                                                                                                                                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                          |
| **Article          39**                                                                                                                                                                                                                                                                                                                                                                  |
| The        Board of Directors may resolve to make an interim distribution on shares        in so far as an interim statement of assets and liabilities shows that        the Company’s capital and reserves are higher than the sum of the        paid-up and called capital plus the reserves which have to be kept by        virtue of the law or these Articles of Association. |
|                                                                                                                                                                                                                                                                                                                                                                                     |
| Distribution        in the form of shares                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                          |
| **Article          40**                                                                                                                                                                                                                                                                                                                                                                  |
| Resolutions        to make a distribution in whole or in part by issuing shares in the capital        of the Company may be passed only by the corporate body authorised to        resolve on the distribution, without prejudice to the powers that might        be vested in another corporate body with regard to the issue of shares        not yet issued.                          |
|                                                                                                                                                                                                                                                                                                                                                                                     |

| **34** | **Unilever          N.V.** Articles of Association 2005 |
|--------|---------------------------------------------------------|

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Section    VIII

| Payment        of distributions |
|---------------------------------|
|                                 |

| **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 type II 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 rate of exchange        on Euronext at the date on which such distribution is resolved upon.        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 type I or II share certificates are outstanding,        bearer shares for which type A or type B share certificates are outstanding,        or shares for which bookings as referred to in Article 11 hereof have        been recorded in the share register. |
|                    |   |
| **41.4**                | In        respect of a distribution on a registered share, for which a type II        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**                | The        person entitled to a distribution on a registered share for which a type        I share certificate is outstanding, or on a bearer share for which a        type A share certificate is outstanding must, in order to be able to        exercise his right to such distribution, surrender to the Company the        dividend coupon designated therefor by the Board of Directors at one        of the places indicated for this purpose by the Board of Directors. |
|                    |   |

| **Unilever          N.V.** Articles of Association 2005 | **35** |
|---------------------------------------------------------|--------|

----

 

 Section    VIII

| **41.6** | The        person entitled to a distribution on a bearer share for which a type        B share certificate is outstanding must, in order to be able to exercise        his right to such distribution, have the dividend sheet of such share        certificate deposited with a depositary as mentioned in Article 9, paragraph        3, hereof by the time fixed for such purpose by the Board of Directors.        In respect of such distributions, the Company shall be released as against        the persons entitled thereto by placing whatsoever is obtainable, or        a bearer certificate of entitlement thereto, at the disposal of or dealing        therewith as instructed by the body mentioned in Article 9, paragraph        3, hereof charged with administration in favour of the persons for whom,        at the time mentioned in the previous sentence hereof, the dividend sheets        are deposited as provided therein. |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **41.7** | The        Board of Directors may waive the requirements of paragraph 5 and of the        first sentence of paragraph 6 hereof, subject to such conditions and        on such security being given as the Board of Directors shall deem necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **41.8** | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **41.9** | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

| Loss        of rights   |
|-------------------------|
|                         |
| **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. |
|                    |   |

| **36** | **Unilever          N.V.** Articles of Association 2005 |
|--------|---------------------------------------------------------|

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 Section    IX

| Alteration        of the Articles of Association and winding up |
|-----------------------------------------------------------------|
|                                                                 |
| **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. |
|                                                            |   |
| **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. |
|                                                            |   |
|                                                            |   |

| Alteration        of the agreement referred to in Article 2 |
|-------------------------------------------------------------|
|                                                             |
| **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. |
|                                                        |   |

| **Unilever          N.V.** Articles of Association 2005 | **37** |
|---------------------------------------------------------|--------|

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 Section    IX

| Dissolution             |
|-------------------------|
|                         |
| **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. |
|                    |   |
| **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 their holdings. |
|                    |   |
| **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. |
|                    |   |

| **38** | **Unilever          N.V.** Articles of Association 2005 |
|--------|---------------------------------------------------------|

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| Section        X               |
|--------------------------------|
|                           |   |
|                           |   |
| Transitional        provisions |
|                                |
|                           |   |
| **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)        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 results from multiplying the total number of ordinary shares        of one Dutch guilder (NLG 1) 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) 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), hereafter called “Scrips”,        of one cent (NLG 0.01), with if necessary a rounding upward to a full        Scrip. |
|                           |   |
| **46.2**                       | As        long as Scrips are outstanding as a consequence of the conversion of        the ordinary shares of one Dutch guilder (NLG 1), 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 to bearer        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. |
|                           |   |
| **46.7**                       | Every        holder of a Scrip is entitled to one/one hundred twelfth of the (interim)        dividend and any other distribution to which the holder of an ordinary        share is entitled. |
|                           |   |
| **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 each        time one hundred and twelve (112) Scrips held by him are automatically        converted in one ordinary bearer share of one Dutch guilder and twelve        cents (NLG 1.12), which the Company makes available against delivery        of the one hundred and twelve (112) Scrips to the holder thereof, unless        the shareholder elects to register this share in his name. The Company        may charge costs for conversion. |
|                           |   |

| **Unilever            N.V.**Articles of Association 2005  | **39** |
|----------------------------------------------------------------|--------|

----

 

| Section        X        |
|-------------------------|
|                    |   |
| **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 of one        Dutch guilder (NLG 1) will have 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 of one        Dutch guilder and twelve cents (NLG 1.12) by applying the calculation        set forth in Article 46 paragraph 1. 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 Morgan        Guaranty Trust Company of New York 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 Morgan Guaranty Trust Company of New York, in exchange for        which the shareholders will be directly registered in the New York share        register of the Company maintained by Morgan Guaranty Trust Company of        New York. 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 Morgan Guaranty Trust Company of New York, 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 Morgan Guaranty        Trust Company of New York. |
|                    |   |
| **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, after the entering into effect of the alteration to the Articles        of Association on the tenth day of May one thousand nine hundred and        ninety-nine, be deemed to be a registration of such number of ordinary        shares of one Dutch guilder and twelve cents (NLG 1.12) as results from        applying the calculation described in Article 46 paragraph 1. Scrips        are not registered in the share register. |
|                    |   |
| **47.4**                | 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). |
|                    |   |

| **40** | **Unilever            N.V.**Articles of Association 2005 |
|--------|----------------------------------------------------------|

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| **Unilever            N.V.**Articles of Association 2005  | **41** |
|----------------------------------------------------------------|--------|

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