Unilever : 2024 Trust Deed

EXECUTION VERSION

Twenty-Sixth Supplemental Trust Deed

relating to a U.S.$25,000,000,000 Debt Issuance Programme

Dated 16 May 2024

UNILEVER FINANCE NETHERLANDS B.V.

and

UNILEVER CAPITAL CORPORATION

and

UNILEVER PLC

and

UNILEVER UNITED STATES, INC.

and

THE LAW DEBENTURE TRUST CORPORATION P.L.C.

Ref: L-346958

This Twenty-Sixth Supplemental Trust Deed is made 16 May 2024 between:

1. UNILEVER FINANCE NETHERLANDS B.V. ("UFN"), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION ("UCC"), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC ("PLC"), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. ("UNUS"), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and
2. THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the "Trustee", which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents).

Whereas:

1. This Deed is supplemental to the Trust Deed dated 22 July 1994 made between PLC, UNUS, the Trustee, Unilever N.V. and Unilever Japan Holdings K.K. (the "Principal Trust Deed") as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Trust Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022 and the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023.
2. The parties of the first part hereto desire to modify certain provisions of the Principal Trust Deed, as amended.

Now this Twenty-Sixth Supplemental Trust Deed witnesses and it is agreed and declared as follows:

1 Definitions

All expressions defined in the Principal Trust Deed shall, unless there is anything in the subject or context inconsistent therewith, have the same meanings in this Twenty-Sixth Supplemental Trust Deed.

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1. The Trust Deed
2. 1. The Principal Trust Deed is hereby amended and restated as of the effective date hereof and as set out in Clause 3 below and shall henceforth be read and construed as one document in the form set out in the Schedule to this Twenty-Sixth Supplemental Trust Deed.
   2. Save to the extent specifically referred to in this Twenty-Sixth Supplemental Trust Deed, nothing contained in this Twenty-Sixth Supplemental Trust Deed shall be construed as a waiver, variation, modification or amendment of the provisions of the Principal Trust Deed and the Principal Trust Deed, all issued Notes and all issued Coupons shall continue in full force and effect. For the avoidance of doubt, this Twenty-Sixth Supplemental Trust Deed only governs Notes issued after the date hereof.
3. Effectiveness
   The amendments to the Principal Trust Deed effected by this Twenty-Sixth Supplemental Trust Deed shall take effect on the date of execution by the last party to this Twenty-Sixth Supplemental Trust Deed.
4. Notices
   Pursuant to Clause 17(A) of the Principal Trust Deed, the Trustee hereby agrees that notice of the execution of this Twenty-Sixth Supplemental Trust Deed need not be given to the Noteholders in accordance with Condition 14 of the Notes.
5. Counterparts
   This Twenty-Sixth Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Twenty-Sixth Supplemental Trust Deed by signing any such counterpart.
6. Rights of Third Parties
   The parties to this Twenty-Sixth Supplemental Trust Deed do not intend that any term of this Twenty-Sixth Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Twenty-Sixth Supplemental Trust Deed.
7. Governing Law
   This Twenty-Sixth Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and the provisions relating to jurisdiction contained in Clause 34 of the Principal Trust Deed shall apply, mutatis mutandis, hereto.

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In witness whereof this Twenty-Sixth Supplemental Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.

EXECUTED as a DEED by

UNILEVER PLC

acting by:

in the presence of:

Witness's signature

Name

Address

Occupation

(Signature page to the Trust Deed)

EXECUTED as a DEED by

UNILEVER FINANCE NETHERLANDS B.V. (having its corporate seat in Rotterdam, the Netherlands) acting by:

in the capacity as Duly Authorised Attorney under its authority acting by:

(Signature page to the Trust Deed)

EXECUTED as a DEED by the said UNILEVER UNITED

STATES, INC.

acting by

under its authority:

(Signature page to the Trust Deed)

EXECUTED as a DEED by the

said UNILEVER CAPITAL

CORPORATION

acting by

under its authority:

(Signature page to the Trust Deed)

EXECUTED as a DEED by THE

LAW DEBENTURE TRUST CORPORATION p.l.c. in the presence of:

Director:

Secretary, representing Law Debenture Corporate Services Ltd:

(Signature page to the Trust Deed)

SCHEDULE

Dated 22 July 1994

as amended and restated on 16 May 2024

UNILEVER FINANCE NETHERLANDS B.V.

and

UNILEVER CAPITAL CORPORATION

and

UNILEVER PLC

and

UNILEVER UNITED STATES, INC.

and

THE LAW DEBENTURE TRUST CORPORATION P.L.C. TWENTY-SIXTHSUPPLEMENTAL TRUST DEED

relating to a U.S.$25,000,000,000 Debt Issuance Programme

(as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022, the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023 and the Twenty-Sixth Supplemental Trust Deed dated 16 May 2024)

Ref: L-346958

Linklaters LLP

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	Table of Contents
Contents	Page
1	Definitions	1
2	Amount of the Notes	9
3	Covenant to repay and to pay interest	10
4	Issue and constitution of Notes	12
5	Forms and issue of the Notes	13
6	Stamp Duties	14
7	Covenant to observe provisions of the Trust Deed and Schedules	15
8	Guarantee	16
9	Application of moneys received by the Trustee	18
10	Power to retain and invest less than 10 per cent	18
11	Authorised investments	19
12	Indemnification of the Trustee upon enforcement	19
13	Payment to Noteholders and Couponholders	20
14	Production of Notes and Coupons	20
15	Covenants by the Issuers and the Guarantors	20
16	Remuneration of the Trustee	23
17	Modifications and Substitution	25
18	Redemption, Purchase and Cancellation	29
19	Noteholders to be treated as holding all Coupons	30
20	No notice to Couponholders	31
21	Trustee may enter into other transactions with PLC or any of its group companies	31
22	Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the
	Trustee	31
23	Disapplication	34
24	Trustee entitled to assume due performance	34
25	Waiver	34
26	Power to delegate	35

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