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Unilever N.V. Unilever PLC Unilever Japan Holdings K.K 22 April 2016 Unilever N.V. (guaranteed on a joint and several basis by Unilever PLC and Unilever United States, Inc.) and Unilever PLC (guaranteed on a joint and several basis by Unilever N.V. and Unilever United States, Inc.) and Unilever Japan Holdings K.K. (guaranteed on a joint and several basis by Unilever N.V. and Unilever PLC) U.S.$15,000,000,000 Debt Issuance Programme This Information Memorandum replaces and supersedes the Information Memorandum dated 1 May 2015 This Information Memorandum has been approved by the United Kingdom Financial Conduct Authority (the “UK Listing Authority”), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of medium term notes (“Notes”) under the debt issuance programme described herein (the “Programme”) during the period of 12 months after the date hereof. Application has been made to the UK Listing Authority for such Notes (other than Exempt Notes (as defined below)) to be admitted to the Official List of the UK Listing Authority (the “Official List”). The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area in circumstances where no exemption is available under Article 3.2 of the Prospectus Directive. References herein to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. Information contained in this Information Memorandum regarding Exempt Notes shall not be deemed to form part of this Information Memorandum and the UK Listing Authority has neither approved nor reviewed information contained in this Information Memorandum in connection with Exempt Notes. Application has also been made to the London Stock Exchange plc (the “London Stock Exchange”) for Notes (other than Exempt Notes) issued under the Programme during the period of 12 months from the date of this document to be admitted to trading on the London Stock Exchange’s Regulated Market which is a regulated market for the purposes of Directive 2004/39/EC. The UK Listing Authority has been requested to provide a certificate of approval and a copy of this document to the relevant competent authority in The Netherlands. The Programme also permits Notes to be admitted to listing and trading on Euronext in Amsterdam (“Euronext Amsterdam”, a regulated market of Euronext Amsterdam N.V.), the SIX Swiss Exchange, the Stock Exchange of Hong Kong and/or the Singapore Exchange. See “Risk Factors” on page 13 for a discussion of certain factors to be considered in connection with an investment in the Notes. The Arranger UBS Investment Bank The Dealers Citigroup Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Mizuho Securities Morgan Stanley Santander Global Corporate Banking The Royal Bank of Scotland UBS Investment Bank The Principal Paying Agent Deutsche Bank Each of Unilever N.V. (“N.V.”), Unilever PLC (“PLC”) and Unilever Japan Holdings K.K. (“UJH”) in their capacities as issuers of Notes (together, the “Issuers” and each, an “Issuer”) and N.V, PLC and Unilever United States, Inc. (“UNUS”) in their capacities as guarantors (together, the “Guarantors” and each, a “Guarantor”) accepts responsibility for the information contained in this Information Memorandum. Each of N.V., PLC, UJH and UNUS declares that it has taken all reasonable care to ensure that, to the best of its knowledge, the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. A reference in this Base Prospectus to “Moody’s” shall be a reference to Moody’s Investors Services Limited, and “S&P” means Standard & Poor’s Credit Market Services Europe Limited (under its trading name Standard and Poor’s Ratings Services). Each of Moody’s and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended. Any Notes issued under the Programme by the completion of the Final Terms or, in the case of Exempt Notes, the Pricing Supplement on or after the date of this Information Memorandum are issued subject to the provisions hereof. “Final Terms” means the terms set out in a Final Terms document substantially in the form set out in this Information Memorandum and “Pricing Supplement” means the terms set out in a Pricing Supplement document substantially in the form set out in this Information Memorandum. In the case of Exempt Notes, each reference in this Information Memorandum to the relevant Final Terms shall be read and construed as a reference to the relevant Pricing Supplement unless the context requires otherwise. This document should be read and construed with any amendment or supplement hereto, with any Final Terms document and with any of the documents incorporated herein by reference (see “Documents Incorporated by Reference” below). Each of the documents incorporated by reference forms part of this Information Memorandum. An investor intending to acquire or acquiring any securities from an offeror will do so, and offers and sales of the securities to an investor by an offeror will be made, in accordance with any terms and other arrangements in place between such offeror and such investor including as to price, allocations and settlement arrangements. The Issuers will not be a party to any such arrangements with investors in connection with the offer or sale of the securities and, accordingly, this Information Memorandum and any Final Terms will not contain such information and an investor must obtain such information from the offeror. N.V. and PLC and their group companies are together referred to in this Information Memorandum as “Unilever”, the “Unilever Group” or the “Group”. For such purposes “group companies” means, in relation to N.V. and PLC, those companies required to be consolidated in accordance with The Netherlands and United Kingdom legislative requirements relating to consolidated accounts. N.V. and PLC and their group companies together constitute a single group for the purpose of meeting those requirements. Neither the Issuers nor the Guarantors have authorised the making or provision of any representation or information regarding the Issuers, the Guarantors, the Unilever Group or the Notes other than as contained in this Information Memorandum or any Final Terms. Any such representation or information may not be relied upon as having been authorised by the Issuers, the Guarantors, the dealers and managers referred to under “Subscription and Sale” below (the “Dealers”) or any of them. No representation or warranty is made or implied by the Dealers or any of their respective affiliates in their capacity as such, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained herein. Neither the delivery of this Information Memorandum or any Final Terms nor the offering, sale or delivery of any Note shall in any circumstances constitute a representation or create any implication that there has been no change in the financial situation or the affairs of the Issuers or the Guarantors or the Group since the date hereof or, as the case may be, the date on which this document has been most recently amended or 2 supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this document by reference. The distribution of this Information Memorandum and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum comes or who deal in the Notes are required by the Issuers, the Guarantors and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Information Memorandum or any Final Terms and other offering material relating to the Notes, see “Subscription and Sale” below. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the Securities Act, see “Subscription and Sale” below. Further, the Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Act No. 25 of 1948, as amended) (the “Financial Instruments and Exchange Law”) and the Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended) (the “Special Taxation Measures Law of Japan”), will be subject
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