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US Prospectus 5SEP201806354044 UNILEVER PROSPECTUS SIMPLIFICATION TRANSACTION The boards of directors of Unilever N.V. (‘‘NV’’) and Unilever PLC (‘‘PLC’’) are proposing to their respective shareholders the simplification of the Unilever Group’s dual-parent structure under a new single holding company, Unilever International Holdings N.V. (‘‘New NV’’). New NV’s name will be changed to Unilever N.V. upon the consummation of this Simplification (as defined below). This proposal will be implemented principally by means of: (i) a U.K. reorganizational procedure referred to as a ‘‘scheme of arrangement’’ under Part 26 of the U.K. Companies Act 2006 (the ‘‘U.K. Scheme’’) whereby (a) PLC will become a wholly owned subsidiary of New NV and (b) New NV will issue shares in its capital to holders of PLC Ordinary Shares (as defined below) (including PLC Ordinary Shares represented by PLC ADSs (as defined below)) in accordance with the U.K. Scheme Exchange Ratio (as defined below); and (ii) a Dutch triangular legal merger (the ‘‘Dutch Merger’’) within the meaning of Sections 2:309, 2:324 and 2:333a of the Dutch Civil Code (Burgerlijk Wetboek) (the ‘‘DCC’’) in accordance with the Dutch merger proposal to be made by the boards of directors of NV, New NV and New Sub (the ‘‘Dutch Merger Proposal’’), as a result of which (a) Unilever International Holding B.V. (‘‘New Sub’’), a wholly owned subsidiary of New NV, will acquire all of the assets, liabilities and legal relationships of NV under universal succession of title and NV will cease to exist, and (b) New NV will allot shares in its capital to holders of NV Shares (as defined below) (including NV Shares in the form of NV NYRSs (as defined below) in accordance with the Dutch Merger Exchange Ratio (as defined below). In this prospectus, the transaction comprising the Dutch Merger, the U.K. Scheme and the other implementation steps related thereto and described herein is referred to as ‘‘Simplification’’. Simplification will result in NV Shareholders, NV NYRS Holders, PLC Shareholders and PLC ADS Holders (each as defined below) receiving shares in the capital of New NV (or interests therein) that represent the equivalent economic interest in New NV upon the consummation of Simplification as their respective holdings in the capital of NV or PLC represent at (i) 00:00 Amsterdam time on the first day following the date on which a Dutch notarial deed to effect the Dutch Merger is executed (the ‘‘Dutch Merger Effective Time’’), being 23:00 London time (18:00 New York time) on the date on which a Dutch notarial deed to effect the Dutch Merger is executed, or (ii) 21:00 London time (22:00 Amsterdam time and 16:00 New York time) on December 21, 2018, the expected record date for the U.K. Scheme (the ‘‘U.K. Scheme Record Time’’), respectively. The proportionate economic interests of NV Shareholders, NV NYRS Holders, PLC Shareholders and PLC ADS Holders will not be affected as a result of Simplification. As a result of the U.K. Scheme, holders of ordinary shares of nominal value of 31⁄9 pence each in the capital of PLC (‘‘PLC Ordinary Shares’’) (including PLC Ordinary Shares represented by American depositary shares each representing one PLC Ordinary Share (‘‘PLC ADSs’’)), will receive ordinary shares, each with a par value of A0.16, in the capital of New NV (‘‘New NV Ordinary Shares’’) or an interest therein, and holders of PLC ADSs will receive New NV Ordinary Shares represented by American depositary shares (‘‘New NV ADSs’’) at a ratio of one New NV Ordinary Share or an interest therein for one PLC Ordinary Share and one New NV ADS for one PLC ADS (the ‘‘U.K. Scheme Exchange Ratio’’). As a result of the Dutch Merger, it is anticipated that upon the Dutch Merger Effective Time, in each case subject to the treatment of fractional entitlements set out in the Dutch Merger Proposal: • holders of ordinary shares, each with a par value of A0.16, in the capital of NV (excluding NV Ordinary Shares held in New York registry form, ‘‘NV Ordinary Shares’’) will receive one (1) New NV Ordinary Share for each NV Ordinary Share they hold at the Dutch Merger Effective Time; • holders of NV ordinary shares, each with a par value of 0.16, in the capital of NV held in New York registry form (‘‘NV NYRSs’’), and held in book-entry form through a bank, broker or other Depository Trust Company (‘‘DTC’’) participant, will receive one (1) New NV ADS for each NV NYRS they hold at the Dutch Merger Effective Time; • holders of NV NYRSs held in registered book-entry form on the books of Deutsche Bank Trust Company Americas, in its capacity as US registrar, transfer agent, paying agent, shareholders servicing agent and exchange agent for the NV NYRSs (the ‘‘NV NYRS Agent’’), or in physical certificated form, will receive one (1) New NV Ordinary Share for each NV NYRS they hold at the Dutch Merger Effective Time, which, at the election of the Registered NV NYRS Holders, may be transferred for New NV ADSs; and • holders of shares in the capital of NV other than NV Ordinary Shares or NV NYRSs will receive the proportionate amount of New NV Ordinary Shares for each NV Share (as defined below) they hold at the Dutch Merger Effective Time, (the ‘‘Dutch Merger Exchange Ratio’’). While it is currently anticipated that New NV will issue New NV ADSs in the context of Simplification, and this document has been drafted on this basis, it is possible that other options may be pursued, including the issuance of New NV Ordinary Shares in New York registry form. Based on the number of NV Ordinary Shares and NV NYRSs outstanding on August 31, 2018, New NV intends to allot 1,469,689,441 New NV Ordinary Shares as part of the Dutch Merger (including New NV Ordinary Shares to be represented by New NV ADSs) of which 277,619,310 New NV Ordinary Shares (including New NV Ordinary Shares to be represented by New NV ADSs), or approximately 19%, have been registered pursuant to the registration statement of which this prospectus forms a part, as they are estimated to be issued in respect of NV Ordinary Shares held by NV Shareholders with a registered address in the United States and in respect of NV NYRSs, in each case as of that date. The New NV Ordinary Shares are not currently listed on any securities exchange. Prior to the effective time of Simplification, New NV intends to apply to (i) Euronext Amsterdam N.V. (‘‘Euronext Amsterdam’’) for the New NV Ordinary Shares to be admitted to listing and trading on the regulated market of Euronext Amsterdam (‘‘Euronext in Amsterdam’’), under the symbol ‘‘UNA’’, (ii) the U.K. Listing Authority for the New NV Ordinary Shares to be admitted to the premium listing segment of the Official List of the U.K. Listing Authority (the ‘‘Official List’’), and (iii) the London Stock Exchange plc (the ‘‘LSE’’) for the New NV Ordinary Shares to be admitted to trading on the LSE’s main market for listed securities (the ‘‘LSE’s Main Market’’) under the symbol ‘‘ULVR’’ ((i)- (iii) together, the ‘‘European Admissions’’). New NV also intends to apply for the New NV ADSs to be listed on the New York Stock Exchange (‘‘NYSE’’) under the symbol ‘‘UN’’. PLC Ordinary Shares are currently listed on the premium segment of the Official List under the symbol ‘‘ULVR’’ and are admitted to trading on the LSE’s Main Market and PLC ADSs are currently traded under the symbol ‘‘UL’’ on the NYSE. NV Ordinary Shares and depositary receipts for NV Ordinary Shares (‘‘NV Depositary Receipts’’) are currently admitted to listing and trading on Euronext in Amsterdam under the symbols ‘‘UNIA’’ and ‘‘UNA’’, respectively. NV NYRSs are currently traded under the symbol ‘‘UN’’ on the NYSE. Upon the Dutch Merger Effective Time, the NV Ordinary Shares will be delisted from Euronext in Amsterdam. NV Depositary Receipts are expected to be delisted from Euronext in Amsterdam prior to the Dutch Merger Effective Time. Following Simplification, the PLC Ordinary Shares will be delisted from the premium listing segment of the Official List and cease trading on the LSE’s Main Market, and the NV NYRSs and PLC ADSs will be delisted from the NYSE. Amongst other conditions to the consummation of Simplification, (i) the extraordinary general meeting of NV to be held on October 25, 2018, must approve, amongst other proposals, the Dutch Merger, and (ii) the court meeting of PLC to be held on October 26, 2018 and the extraordinary general meeting of PLC to be held on October 26, 2018, must approve, amongst other proposals, the U.K. Scheme. Separate materials have been made available to holders of NV Shares, NV NYRSs, PLC Ordinary Shares and PLC ADSs in connection with their respective meetings in accordance with applicable law and the NV NYRS Agreement and the PLC Deposit Agreement, respectively (both as defined below). NEW NV IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND ONE TO NEW NV. This prospectus describes Simplification, the Dutch Merger and other related matters. Please read this entire prospectus carefully, including the information incorporated by reference in this prospectus. In particular, you should consider the section entitled ‘‘Risk Factors’’ beginning on page 28 of this prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be allotted in connection with Simplification or passed upon the adequacy or accuracy of this prospectus.
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