Unilever : PLC Articles of Association

	ARTICLES OF ASSOCIATION OF UNILEVER PLC
	as adopted by special resolution passed on 1 May 2024
	Table of Contents
Contents		Page
INTERPRETATION	4
1	Exclusion of Model Articles	4
2	Definitions	4
LIMITED LIABILITY	6
3	Limited liability	6
SHARE CAPITAL	6
4	Rights attached to shares	6
5	Redemption of shares	6
6	Trusts not recognised	6
7	Allotment of shares	6
8	Payment of commission	6
9	Modification of rights	7
EVIDENCE OF TITLE TO SHARES	7
10	Uncertificated shares	7
11	Certificated shares	8
12	Replacement of certificates	9
13	Execution of share certificates	9
LIEN	9
14	Company's lien on shares not fully paid	9
15	Enforcing lien by sale	9
16	Validity of sales	9
17	Application of proceeds of sale	9
CALLS ON SHARES	10
18	Calls	10
19	Payment on calls	10
20	Liability of joint holders	10
21	Interest due on non-payment	10
22	Sums due on allotment to be treated as calls	10
23	Power to differentiate	10
24	Payment of calls in advance	10
FORFEITURE OF SHARES	11
25	Notice may be given if call or instalment not paid	11
26	Form of notice	11
27	Forfeiture of shares if non-compliance with notice	11
28	Notice after forfeiture	11
29	Sale of forfeited shares	11
30	Arrears to be paid notwithstanding forfeiture	11
31	Effect of forfeiture	11
32	Statutory declaration as to forfeiture	12
TRANSFER OF SHARES	12
33	Transfer	12
34	Execution of transfer	12
35	Right to decline to register transfer of partly paid shares	12
36	Further rights to decline to register transfer	12
37	Notice of refusal	13
38	No fee payable on registration	13
TRANSMISSION OF SHARES	13
39	Transmission of registered shares on death	13
40	Entry of transmission in register	13
41	Election of person entitled by transmission	13

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42	Rights of person entitled by transmission	13
UNTRACED SHAREHOLDERS	14
43	Sale of shares of untraced shareholders	14
44	Cessation of sending dividend payments	15
ALTERATION OF CAPITAL	15
45	Sub-division	15
46	Fractions	15
GENERAL MEETINGS	15
47	Notice of General Meetings	15
PROCEEDINGS AT GENERAL MEETINGS	16
48	Quorum	16
49	Dissolution and adjournment of meeting if quorum not present	16
50	Chair of general meeting	16
51	Attendance of Directors	17
52	Postponement of general meetings	17
53	Adjournments and notice of adjournment	17
54	Amendments to resolutions	17
55	Arrangements for participation in general meetings	18
56	Security, health and safety and other arrangements at general meetings	19
VOTING	20
57	Method of voting	20
58	Effect of properly demanded poll	20
59	When poll to be taken	20
60	Continuance of business after demand for poll	21
61	Voting rights	21
62	Voting rights of joint holders	21
63	Exercise of voting rights for incapable member	21
64	No right to vote where sums still payable	21
65	Suspension of rights where non-disclosure of interest	21
66	Objections	23
PROXIES	23
67	Appointment of proxies	23
68	Receipt of proxies	24
69	Maximum validity of proxy	25
70	Form of proxy	25
71	Determination of authority	25
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	25
72	Number of Directors	25
73	Shareholding qualification	25
74	Power for Directors to fill casual vacancies or appoint additional Directors	25
75	Retirement of Directors	25
76	Meeting to fill up vacancies	26
77	Persons eligible as Directors	26
78	Provisions if no eligible persons available	26
79	Provisions if insufficient eligible persons elected	26
80	Power to remove Director by special resolution	26
81	Disqualification of Directors	26
82	Alternate Directors	27
83	Executive Directors	27
84	Non-Executive Directors	28
REMUNERATION AND EXPENSES OF DIRECTORS	28
85	Director's remuneration	28
86	Extra remuneration	28
87	Expenses	28
DIRECTORS' INTERESTS	28
88	Conflicts of interest requiring board authorisation	28
89	Other conflicts of interest	29
90	Benefits	30
91	Quorum and voting requirements	30
92	General	32

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POWERS AND DUTIES OF THE DIRECTORS	32
93	General powers of Company vested in Directors	32
94	Establishment of local boards	32
95	Powers of attorney	33
96	Delegation to individual Directors	33
97	Registers	33
98	Power to borrow money and give security	33
99	Pensions	34
100	Provision for employees	35
PROCEEDINGS OF THE DIRECTORS	35
101	Meetings of Directors	35
102	Notice of meetings	35
103	Quorum	35
104	Effect of vacancies in number of Directors	35
105	Power to appoint chair	35
106	Competence of meetings	36
107	Voting	36
108	Delegation to committees	36
109	Delegation to Executive Officers	36
110	Participation in meetings by telephone	36
111	Resolution in writing	37
112	Validity of acts of Directors or committee	37
113	Minutes to be made	37
SEALS	37
114	Use of seals	37
DIVIDENDS AND OTHER PAYMENTS	37
115	Application of profits	37
116	Declaration of dividends	38
117	Interim dividends	38
118	Dividends to be paid according to amounts paid up on shares	38
119	Debts may be deducted	38
120	Dividend not to bear interest against the Company	38
121	Payment procedures	38
122	Unclaimed dividends	39
123	Dividends in specie	39
CAPITALISATION OF PROFITS	40
124	Power to capitalise profits	40
125	Scrip dividends	40
126	Settlement of difficulties in distribution on capitalisation of profits	41
RECORD DATES AND ACCOUNTING RECORDS	41
127	Record dates	41
128	Inspection of records	41
SERVICE OF NOTICES AND OTHER DOCUMENTS	42
129	Service of notices	42
130	Members resident abroad	42
131	When notice deemed served	42
132	Service of notice to person entitled by transmission	43
133	Notice when post not available and notice given by advertisement	43
DESTRUCTION OF DOCUMENTS	43
134	Consequences of destruction of documents	43
WINDING-UP	44
135	Order of priority in winding-up	44
INDEMNITY	44
136	Indemnification of Directors	44

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INTERPRETATION

Exclusion of Model Articles

1 No articles set out in any statute, or in any statutory instrument made under any statute, concerning companies shall apply as articles of the Company.

Definitions

2 In these articles unless the context otherwise requires:

"address", includes a number or address (including, in the case of any uncertificated proxy instruction, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website;

"these articles" means these articles of association as altered from time to time by special resolution and the expression "this article" shall be construed accordingly;

"the auditors" means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;

"the Bank of England base rate" means the base lending rate most recently set by the Monetary

Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998;

"certificated share" means a share which is not an uncertificated share;

"clear days" in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

"combined physical and electronic general meeting" means any general meeting (including any general meeting of the holders of any class of shares in the Company) convened and held in accordance with these articles and which allows participants to attend either in person at a physical location(s) specified in the notice of such general meeting or via an electronic platform;

"the Companies Acts" means every statute (including any order, regulations or other subordinated legislation made under it) from time to time in force concerning companies in so far as the same applies to the Company;

"Company" means Unilever PLC;

"the Directors" means the Board of Directors of the Company for the time being;

"electronic platform" means any form of electronic communications platform or facility (or combination of such platforms or facilities) and includes, without limitation, website addresses, application technology and conference call systems;

"executive officers" means the executive officers of the Company, including the Chief Executive

Officer and the Chief Financial Officer;

"the holder" in relation to any shares means the member whose name is entered in the register as the holder of those shares;

"the office" means the registered office for the time being of the Company; "paid up" means paid up or credited as paid up;

"participating class" means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;

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"person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;

"physical general meeting" means any general meeting of the Company (including any general meeting of the holders of any class of shares in the Company) attended by persons present in person at a physical location(s) specified in the notice of such general meeting but not via an electronic platform;

"post" or "posted" in relation to references to a notice, document or other item being posted includes it being sent by post or by courier or by using an equivalent service;

"the register" means the register of members of the Company;

"seal" means any common or official seal that the Company may be permitted to have under the Companies Acts;

"the Secretary" means the secretary of the Company and includes an assistant or deputy secretary and any person appointed by the Directors to perform any of the duties of the secretary;

"shares" includes stock;

"uncertificated share" means a share of a class which is for the time being a participating class, title to which is recorded on the register as being held in uncertificated form;

"the uncertificated securities rules" means provisions of the Uncertificated Securities Regulations 2001 and the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;

"United Kingdom" means Great Britain and Northern Ireland;

references to a document being executed include references to its being executed under hand or under seal or by any other method except authentication as specified by the Companies Acts;

references to a document being signed or to signature include references to it being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts;

references to writing include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise and written shall be construed accordingly;

for the purposes of any combined physical and electronic general meeting, references to a person being "present" at a general meeting of the Company (or any separate general meeting of the holders of any class of shares in the Company), and including references to a person being "present in person", shall not be taken exclusively as references to a person being in the same location as other persons who are attending such meeting, but shall be deemed to include a person who is attending such meeting through an electronic platform;

subject to Article 9(A), the provisions of these articles relating to meetings or general meetings of the Company and to the proceedings at such meetings or general meetings shall apply to separate meetings of any holders of a class of shares;

words or expressions to which a particular meaning is given by the Companies Acts or the uncertificated securities rules in force when these articles or any part of these articles are

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adopted bear the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate;

references to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person;

headings and notes are included only for convenience and shall not affect construction; and

words or expressions denoting the singular shall include the plural and vice versa, and words or expressions denoting one gender shall include any other gender.

LIMITED LIABILITY

Limited liability

3 The liability of members of the Company is limited to the amount, if any, unpaid on the shares in the Company held by them.

SHARE CAPITAL

Rights attached to shares

4 Subject to the provisions of the Companies Act and to any rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.

Redemption of shares

5 Subject to the provisions of the Companies Acts and to any rights conferred on the holders of any class of shares, any share may be issued which is to be redeemed, or is to be liable to be redeemed at the option of the Company or the holder. The Directors may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.

Trusts not recognised

6 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share other than an absolute right to the whole of the share in the holder.

Allotment of shares

7 Subject to the provisions of the Companies Acts these articles and to any resolution passed by the Company and without prejudice to any rights attaching to existing shares, the Directors may offer, allot, grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such times and for such consideration and upon such terms as the Directors may decide.

Payment of commission

8 The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.

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Modification of rights

9 (A) So long as the capital is divided into different classes of shares, but subject to the Companies Acts, all or any of the rights and privileges attached to each class may from time to time be modified or abrogated in any manner with the consent in writing of the holders of three-fourths of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class. To any such general meeting all the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the capital paid up on the issued shares of the class (excluding any shares of that class held as treasury shares), that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by them, that every holder of shares of the class present in person or by proxy may demand a poll and that if at any adjourned meeting a quorum as above defined be not present those of such holders who are present in person or by proxy shall be a quorum.

1. Subject as aforesaid the rights and privileges attached to any class shall for the purposes of this article not be deemed to be modified unless the modification prejudicially affects such rights or privileges.

EVIDENCE OF TITLE TO SHARES

Uncertificated shares

10 (A) Pursuant and subject to the uncertificated securities rules, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class. The Directors may also, subject to compliance with the uncertificated securities rules, determine at any time that title to any class of shares may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

1. In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:
2. 1. the holding of shares of that class in uncertificated form;
   2. the transfer of title to shares of that class by means of a relevant system; and
   3. any provision of the uncertificated securities rules, and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.
3. Shares of a class which is for the time being a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules, and the

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Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.

1. If, under these articles or the Companies Acts, the Company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:
2. 1. require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;
   2. appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as if they had been taken by the registered holder of that share; and
   3. take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.
3. Unless the Directors otherwise determine, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However, shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.
4. Unless the Directors otherwise determine or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
5. The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

Certificated shares

11 Subject to the provisions of the uncertificated securities rules, the rules of any relevant system and these articles, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within two months after allotment or lodgment of a transfer to them of the shares or within two months after the relevant Operator-instruction is received by the Company (or within such other period as the terms of issue shall provide) one certificate for all the shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Directors may from time to time decide. In the case of a certificated share held jointly by several persons, delivery of a certificate to one of several

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joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in their holding shall be entitled to a certificate for the balance without charge.

Replacement of certificates

12 If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.

Execution of share certificates

13 Every share certificate shall be executed under a seal or in such other manner as the Directors having regard to the terms of issue and any listing requirements may authorise and shall specify the number and class of shares to which it relates and the amount or respective amounts paid up on the shares. The Directors may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.

LIEN

Company's lien on shares not fully paid

14 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in respect of that share. The

Company's lien on a share shall extend to all distributions and other amounts payable in respect of it. The Directors may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.

Enforcing lien by sale

15 The Company may sell, in such manner as the Directors may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 7 clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the Directors may authorise some person to transfer the shares sold to or in accordance with the directions of the purchaser.

Validity of sales

16 The transferee shall be registered as the holder of the shares and they shall not be bound to see to the application of the purchase money, nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. After their name has been registered the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

Application of proceeds of sale

17 The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale.

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CALLS ON SHARES

Calls

18 The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon them at least fourteen clear days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on their shares. A call may be revoked or postponed as the Directors may decide. A person upon whom a call is made shall remain liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made.

Payment on calls

19 A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

Liability of joint holders

20 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

Interest due on non-payment

21 If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate (not exceeding the Bank of England base rate by more than five percentage points) as the Directors may decide, and all expenses that have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.

Sums due on allotment to be treated as calls

22 Any sum which becomes payable on allotment or on any other date fixed by or in accordance with the terms of issue, whether on account of the nominal amount of the share or by way of premium, shall be deemed to be a call made, notified and payable on the date on which, by the terms of issue, it becomes payable and, in case of nonpayment, all the relevant provisions of these articles as to payment of interest, forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call properly made and notified.

Power to differentiate

23 The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

Payment of calls in advance

24 The Directors may, if they think fit, receive from any member who is willing to advance all or any part of the moneys uncalled and unpaid upon any shares held by such member and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, (not exceeding the Bank of England base rate by more than five percentage points unless the Company by ordinary resolution shall otherwise direct) as the Directors may decide.

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