EX-99.2 3 u08542exv99w2.htm EXHIBIT 99.2 exv99w2
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Annual General Meeting of Unilever PLC: Proxy Form for votingWhen you have completed and signed this form, please return it to Computershare in the enclosed envelope. No stamp is required if you are resident in the UK. To be valid, this form must be signed and received by no later than 11.00am on Monday 10 May 2010.For further information on completing your Proxy Form, including how to send it using the internet, see reverse. Please complete using black ink as this form will be scanned.I/We, the undersigned, being a member/members of Unilever PLC, hereby appoint the Chairman of the Meeting or the following person*Please put an ‘X’ in this box to indicate that this Proxy appointment is one of multiple appointments being made.Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).as my/our Proxy to attend and, if a poll is called, to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on Wednesday 12 May 2010 and at any adjournments of that Meeting. I/We direct that my/our vote(s) be cast or withheld on the Resolutions as set out in the Notice of Meeting as indicated by an ‘X’ in the appropriate box below and, in respect of any Resolutions where no such indication is made and/or on any other business which may properly come before the Meeting, in such manner as my/our Proxy thinks fit.* For the appointment of more than one Proxy, please refer to question 3 overleaf.ResolutionsPlease indicate your voting instructions to your Proxy with an ‘X’ in the appropriate box below. VoteVote For Against withheld For Against withheld 1. To receive the Report and Accounts for 15.To re-appoint PricewaterhouseCoopers LLP the year ended 31 December 2009 as Auditors of the Company 2. To approve the Directors’ Remuneration 16.To authorise the Directors to fi x the Report for the year ended 31 December 2009 remuneration of the Auditors 3. To re-elect Mr P G J M Polman as a Director17. To renew the authority to Directors 4. To elect Mr R J-M S Huet as a Director 18.To renew the authority to Directors 5. To re-elect Professor L O Fresco as a Director to disapply pre-emption rights 6. To re-elect Ms A M Fudge as a Director 19. To renew the authority to the Company 7. To re-elect Mr C E Golden as a Director to purchase its own shares 8. To re-elect Dr B E Grote as a Director 20.To authorise Political Donations and Expenditure 9. To re-elect Ms H Nyasulu as a Director 21. To shorten the Notice period for 10. To re-elect Mr K J Storm as a Director General Meetings 11. To re-elect Mr M Treschow as a Director 22.To approve the Management Co-Investment Plan 12. To re-elect Mr J van der Veer as a Director 23.To adopt new Articles of Association 13. To re-elect Mr P Walsh as a Director of the Company 14.To elect The Rt Hon Sir Malcolm Rifkind MP as a Director A ‘Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Resolution. Go online! Turn over to fi nd out Please put an ‘X’ in this box if how to send your Proxyvoting signing on behalf of themember under instructions electronically. Power of Attorney or other Institutional investors:see overleaf authority. for details of CREST Proxy voting. Note: please do not use this form for changes of addressor other matters relating to your shareholding. E801 Signature PIN: SRN: Date 2010 CONTROL NUMBER: 910292 Kindly note: This form is issued only to the addressee(s) and is specifi c to the class of security and theunique designated account printed hereon. This personalised form is not transferable between different (i)account holders, (ii) classes of security or (iii) uniquely designated accounts. The issuer and Computershareaccept no liability for any instruction that does not comply with these conditions.

 


 

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Attendance cardAnnual General MeetingThe Queen Elizabeth II Conference Centre,Broad Sanctuary,Westminster,London SW1P 3EEAt 11.00am onWednesday 12 May 2010If you attend the Meetingplease sign this card and handit in on arrival.Please read the attendancenotes overleaf. Signature SRN: Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications such as Annual Reports and dividend tax vouchers. Register online at www.investorcentre.co.uk/ecomms or supply your email address below and return this form in the reply-paid envelope provided.E830SRN:

 


 

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Notes: Attendance at the Annual General MeetingIf you are attending the Meeting please sign this card, bring it with you and hand it in on arrival. It will speed up your admission to the Meeting.For your safety and security, there may be checks and bag searches of those attending the Meeting. We recommend you arrive a little early to allow time for these procedures.Tea and coffee will be available from 10.15am. Please note that there will be no hot food served following the Meeting this year, however there will be sandwiches.Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted in the hall.The Queen Elizabeth II Conference Centre offers access for disabled shareholders and a loop system for the hearing impaired. If you have any special access requirements please contact the Unilever Corporate Secretaries Department in advance on 020 7822 5927.Be a greener shareholderGo online! How to send your Proxy voting instruction electronicallyIf you receive shareholder communications by post, you can do your bit for the environment by Unilever is committed to electronic communications reading our Annual Report and Accounts online, and we are pleased to be able to offer our shareholders but also choosing to receive your Proxy Form voting the opportunity to submit your Proxy Forms using instructions via e-mail and voting electronically, the internet. Even though you have received paper rather than having mailed paper versions. versions of your Proxy Forms, you can still complete It certainly makes environmental sense. Visit and submit electronic versions to the Registrars. www.unilever.com/shareholderservices and select What you need to do: just log on to the e-communication option. www.unilever.com/shareholderservices click on AGM & Voting, and select the electronic voting option. To do this, you will need your Shareholder Reference Number (SRN) and fi ve-digit PIN and six-digit Control Number, all of which are shown on the front of the Proxy Form. Then just follow the instructions.Institutional investors: voting via CRESTThis year the deadline for voting via the CREST voting system is 11.00am on Monday 10 May 2010.

 


 

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Completing your Proxy Form for the Annual General Meeting: questions and answers1.I am planning to attend the AGM. Do I need to complete 10. Can I change my Proxy appointment? the Proxy Form or bring it with me? Yes. When two or more valid but differing appointments of a ProxyNo. Please bring the attached Attendance Card with you, as this will are received in respect of the same share for use at the same meeting, speed up your admission to the Meeting.the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards2.I am unable to come to the AGM and would like someone that share. If the Company is unable to determine which was last else to attend in my place. What do I do?received, none of them shall be treated as valid in respect of that share.Please enter the name of the person you would like to attend the AGM in your place (your ‘Proxy’) in the space provided on the form, sign 11. I may be able to come to the AGM at the last minute. and date the form, and return it to Computershare Registrars in the What happens if I have already appointed a Proxy? envelope provided, to arrive with them no later than 11.00am on You are still entitled to attend the Meeting and vote in person. Monday 10 May 2010. Your Proxy does not have to be a shareholder Any instructions given to your Proxy will then be ineffective. of the Company. You may appoint more than one Proxy if you wish, and for further information please see question 3.12. I am completing and signing the Proxy Form on behalf of the member under a Power of Attorney (or other authority).3.How do I appoint more than one Proxy?What should I do?You may appoint more than one Proxy in relation to your shareholding Please put an ‘X’ where requested in the relevant box next to your provided that each Proxy is appointed to exercise the rights attached signature on the Proxy Form. When you return the Proxy Form, you to a different share or shares. To do this you must complete a separate must include the Power of Attorney or authority, or a certifi ed copy form for each Proxy. You can either copy this form, or obtain additional of it. Certifi ed copies will not be returned to you. copies from Computershare Registrars on 0870 600 3977. Please indicate the Proxy’s name in the space provided and state the number 13. The registered member is a limited company. of shares for which you are authorising them to act on your behalf in the How does it appoint a Proxy? box to the right of their name. Please also remember to put an ‘X’ in the In the case of a member which is a company, the Proxy Form must be box to the right to make clear that the appointment is one of a multiple executed either (i) under its common seal; or (ii) signed on its behalf by and return all of the Proxy appointments together in the same envelope.an attorney or offi cer duly authorised. All signatories must state their capacity (e.g., director, secretary). Alternatively, the company may4.Can I tell my Proxy how they should cast my votes?appoint an individual or individuals to attend the Meeting as itsAs a member, you are entitled to appoint a Proxy (who need not be corporate representative(s) who may exercise on its behalf all of its a member) to exercise all or any of your rights to attend, speak and powers as a member provided that they do not do so in relation to the vote at a general meeting. If you wish your Proxy to vote in a particular same shares. It is therefore no longer necessary to nominate a way or withhold a vote, please put an ‘X’ in the appropriate ‘For’, designated corporate representative.‘Against’ or ‘Vote withheld’ box for each Resolution.14. I have recently sold/am planning to sell my shares.5.What if I do not give my Proxy instructions on how to vote?What is the cut-off date for attending the AGM?You should note that if y ou do not give any voting instructions in You are entitled to attend and vote at the AGM, or to appoint a Proxy, relation to a Resolution, your Proxy will have authority to vote or to in respect of the number of shares registered in your name in the withhold a vote on that Resolution as he/she thinks fi t. A Proxy will also Register of Members as at 6.00pm on Monday 10 May 2010. Any have authority to vote or to withhold a vote on any other business changes to the Register of Members after that time are disregarded (including amendments to Resolutions) which properly comes before for the purposes of the AGM. the Meeting, as he/she thinks fi t.15. I hold my Shares in CREST. How may I appoint a Proxy?6.What is the effect of a ‘Vote withheld’ instruction? If you are a user of the CREST system (including a CREST PersonalIf you wish to have the fact that you prefer not to vote on a Resolution Member), you may appoint one or more Proxies or give an instruction recorded, you should instruct your Proxy to withhold such vote. A ’Vote to a Proxy by having an appropriate CREST message transmitted. To withheld’ is not a vote in law and will not be counted in the calculation appoint a Proxy or to give an instruction to a Proxy (whether previously of the proportion of votes ‘For’ and ‘Against’ the relevant Resolution.appointed or otherwise) via the CREST system, the CREST message must be received by the issuer’s agent (ID number 3RA50) not later7.I am unable to attend the AGM or to send someone else than 11.00am on Monday 10 May 2009. For this purpose, the time of in my place. Can I still cast my votes?receipt will be taken to be the time (as determined by the timestampYes. The Proxy Form provides for you to appoint the Chairman of the generated by the CREST system) from which the issuer’s agent is able Meeting as your Proxy. Just leave the space blank, and sign and return to retrieve the message. CREST Personal Members or other CREST the form, as in (2) above. You can either indicate your voting instructions sponsored members should contact their CREST sponsor for assistance (see 4 above), or allow the Chairman to vote at his discretion. Your vote with appointing Proxies via CREST. For further information on CREST will then be counted in the event of a poll on any of the Resolutions.procedures, limitations and systems timings, please refer to the CRESTManual. The Company may treat as invalid a Proxy appointment sent8.Must I cast all my votes in one way?by CREST in the circumstances set out in Regulation 35(5)(a) of theNo. An ‘X’ in the box will indicate that your total holding should be Uncertifi cated Securities Regulations 2001. voted in one way. However, if you wish to vote on a Resolution with some shares ‘For’, some shares ‘Against’ and register a ’Vote withheld’ with others, please write the appropriate number of shares in each box.9.We are registered as joint holders of the shares. What happens?Any or all joint holders may attend the Meeting, although only one holder may vote in person or by Proxy. Only one holder need sign the Proxy Form. If more than one holder is present at the Meeting, or if more than one Proxy Form is received in respect of a joint holding, only the vote or ’Vote withheld’ of the ‘senior’ holder will be accepted.Seniority is determined by the order in which the joint holders’ names appear on the Register of Members.