REG - Unilever PLC - Shareholder Circular, Notice of General Meeting

UnileverAnnouncement

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RNS Number : 7252B  Unilever PLC  02 October 2025

Unilever PLC

Separation of Unilever's Ice Cream Business - Publication of Shareholder
Circular

 

On 19 March 2024, Unilever PLC ("Unilever") announced its intention to
separate its ice cream business. After a comprehensive review of the
separation options, Unilever announced on 13 February 2025 that separation
would be implemented through a demerger (the "Demerger"). The Demerger would
result in The Magnum Ice Cream Company N.V. ("TMICC"), a company incorporated
and headquartered in the Netherlands, becoming a listed company separate from
Unilever.

 

In connection with the Demerger and conditional on its completion, it is also
proposed that Unilever undertakes a consolidation of its share capital (the
"Share Consolidation"), which is intended to maintain (so far as practicable)
comparability between Unilever's share price and per share metrics (including
earnings per share and dividends per share) before and after the Demerger.

 

Unilever has today published a circular to shareholders in relation to the
Demerger and Share Consolidation (the "Circular"). The Share Consolidation
requires the approval of Unilever shareholders, which will be sought at a
general meeting ("General Meeting") to be held at 8:00 a.m. (UK time) on 21
October 2025 at the offices of Linklaters LLP, One Silk Street, London EC2Y
8HQ. The approval of Unilever shareholders is not required for the Demerger.

 

The Circular contains information on the Demerger and the Share Consolidation,
and the notice of meeting for the General Meeting in relation to the Share
Consolidation. Proxy forms for the General Meeting have been posted or made
available to the shareholders today.

 

Unilever shareholders are encouraged to read the Circular in full.

 

Proposed timetable

 

The General Meeting will be held at 8:00 a.m. (UK time) on 21 October 2025 at
the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

 

Subject to the satisfaction of certain conditions, the Demerger is expected to
complete on 8 November 2025. Admission of the TMICC shares to listing and
trading, and the commencement of dealings in TMICC shares, are anticipated to
take place on 10 November 2025. Notwithstanding the above, if the board of
Unilever (the "Unilever Board") determines at any time that the Demerger no
longer continues to be in the best interest of Unilever and its shareholders,
it is entitled to decide not to proceed with the Demerger.

 

Subject to the completion of the Demerger and the approval of shareholders at
the General Meeting, the Share Consolidation will become effective on 11
November 2025 (or such other date as the Unilever Board may determine).

 

Further information on the key dates in relation to the Demerger and Share
Consolidation can be found in the Circular. If any of the expected times
and/or dates change, the revised times and/or dates will be notified to
Unilever shareholders and Unilever ADS holders by an announcement through a
RNS and on Unilever's website.

 

Availability of documentation

 

The Circular is available on the Company's website at: www.unilever.com/gm.

In compliance with UK Listing Rule 6.4.1, a copy of the Circular has been
submitted to the National Storage Mechanism and will in due course be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For further information, please contact:

Investor Relations: Investor.Relations@unilever.com
(mailto:Investor.Relations@unilever.com)

Unilever Press Office: Press-Office.London@unilever.com
(mailto:Press-Office.London@unilever.com)

 

Cautionary Statement

 

This announcement may contain forward-looking statements within the meaning of
the securities laws of certain jurisdictions, including 'forward-looking
statements' within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. Words
and terminology such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', 'ambition', 'target', 'goal', 'plan',
'potential', 'work towards', 'may', 'milestone', 'objectives', 'outlook',
'probably', 'project', 'risk', 'continue', 'should', 'would be', 'seeks', or
the negative of these terms and other similar expressions of future
performance, results, actions or events, and their negatives, are intended to
identify such forward-looking statements. Forward-looking statements also
include, but are not limited to, statements and information regarding
Unilever's emissions reduction and other sustainability-related targets and
other climate and sustainability matters (including actions, potential impacts
and risks and opportunities associated therewith). Forward-looking statements
can be made in writing but also may be made verbally by directors, officers
and employees of the Unilever Group (the "Group") (including during management
presentations) in connection with this announcement. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance or outcomes.
All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained in this
section. Readers should not place undue reliance on forward-looking
statements.

Because these forward-looking statements involve known and unknown risks and
uncertainties, a number of which may be beyond the Group's control, there are
important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements. Among other
risks and uncertainties, the material or principal factors which could cause
actual results to differ materially from the forward-looking statements
expressed in this announcement are: Unilever's global brands not meeting
consumer preferences; Unilever's ability to innovate and remain competitive;
Unilever's investment choices in its portfolio management; the effect of
climate change on Unilever's business; Unilever's ability to find sustainable
solutions to its plastic packaging; significant changes or deterioration in
customer relationships; the recruitment and retention of talented employees;
disruptions in Unilever's supply chain and distribution; increases or
volatility in the cost of raw materials and commodities; the production of
safe and high-quality products; secure and reliable IT infrastructure;
execution of acquisitions, divestitures and business transformation projects,
including the proposed separation of our Ice Cream business; economic, social
and political risks and natural disasters; financial risks; failure to meet
high and ethical standards; and managing regulatory, tax and legal matters and
practices with regard to the interpretation and application thereof and
emerging and developing ESG reporting standards including differences in
implementation of climate and sustainability policies in the regions where the
Group operates.

The forward-looking statements are based on our beliefs, assumptions and
expectations of our future performance, taking into account all information
currently available to us. Forward-looking statements are not predictions of
future events. These beliefs, assumptions and expectations can change as a
result of many possible events or factors, not all of which are known to us.
If a change occurs, our business, financial condition, liquidity and results
of operations may vary materially from those expressed in our forward-looking
statements.

The forward-looking statements speak only as of the date of this announcement.
Except as required by any applicable law or regulation, the Group expressly
disclaims any intention, obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. New risks and uncertainties arise over time, and it is not possible for
us to predict those events or how they may affect us. In addition, we cannot
assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual events, to differ
materially from those contained in any forward-looking statements. Further
details of potential risks and uncertainties affecting the Group are described
in the Group's filings with the London Stock Exchange, Euronext Amsterdam and
the US Securities and Exchange Commission, including in the Annual Report on
Form 20-F 2024 and the Unilever Annual Report and Accounts 2024.

 

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