POSITION STATEMENT OF UNILEVER N.V. DATED 11 OCTOBER 2017 REGARDING THE RECOMMENDED, UNCONDITIONAL AND IRREVOCABLE CASH OFFER BY UNILEVER CORPORATE HOLDINGS NEDERLAND B.V. FOR 100% OF THE ISSUED PREFERENCE SHARES IN THE SHARE CAPITAL OF UNILEVER N.V. This position statement is published in accordance with section 20(1) and annex G of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft) IMPORTANT INFORMATION This position statement (the "Position Statement") does not constitute or form part of an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities to any person in any jurisdiction. This Position Statement has been published by Unilever N.V. for the sole purpose of providing information to its preference shareholders (the "Preference Shareholders") on the recommended, unconditional and irrevocable partial cash offer (the "Offer") by Unilever Corporate Holdings Nederland B.V. (the "Offeror"), a wholly-owned subsidiary of Unilever PLC for all (depositary receipts for) 6% and 7% cumulative preference (sub)shares in the share capital of Unilever N.V. (the "Preference Shares") against payment of the relevant offer prices set out in the table below, subject to and on the terms and conditions set forth in the offer memorandum dated 11 October 2017 (the "Offer Memorandum"), as required pursuant to section 20(1) and annex G of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft) (the "Decree"): Nominal Type of Preference Share ISIN code Offer Price value 6% Preference Subshares NL0000388742 EUR 42.86 EUR 307.80 7% Preference (whole) Shares NL0000388726 EUR 428.57 EUR 3,262 Depositary Receipts NL0000388684 7% Subshares of 7% N/A Preference 7% Preference (whole) Shares Preference EUR 42.86 EUR 326.20 Subshares Shares for which no depositary receipts are issued Capitalised terms in this Position Statement shall, unless otherwise defined in this Position Statement, have the meaning attributed to them in the Offer Memorandum. Copies of this Position Statement are available for downloading on the website of Unilever N.V. (www.unilever.com/investor-relations/unilever-shares/about-shares/). Copies of this Position Statement are also available free of charge at the offices of Unilever N.V., the Exchange Agent and the Administrative Tender Agent at their addresses set out in Section 3.7 (Contact details) of the Offer Memorandum. The Offer will be made in reliance on the exemption from certain requirements of Rule 13e-4 under the U.S. Securities Exchange Act of 1934, provided by Rule 13e-4(h)(8) thereunder, and otherwise in accordance with the requirements of U.S. and Dutch law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including, with respect to, (i) the offer timetable, (ii) extensions of the Acceptance Period and (iii) timing of payments that are different from those applicable under U.S. tender offer procedures and laws. The Offer Memorandum will be furnished to the U.S. Securities and Exchange Commission (the "SEC") on Form CB. The Offer is being made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which are different from certain U.S. disclosure requirements. Any financial information included or referred to herein has been prepared in accordance 2 with the International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU) and with part 9 of book 2 of the Dutch Civil Code and, accordingly, may not be comparable to financial information of companies in the U.S. or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. It may be difficult for U.S. Preference Shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since Unilever N.V. and the Offeror are located in countries other than the U.S., and some or all of their officers and directors may be residents of countries other than the U.S. U.S. Preference Shareholders may not be able to sue the Offeror, Unilever N.V. or their respective officers or directors in a non-U.S. court for violation of U.S. securities laws. Further, it may be difficult to compel the Offeror, Unilever N.V. or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court. Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, or passed any comment upon the adequacy or completeness of the Offer Memorandum. Any representation to the contrary is a criminal offence in the U.S. The Offer will be made in Canada in reliance on the de minimis exemption under national instruments 62-104 of the Canadian Securities Administrators. The Offeror and its Affiliates may purchase or arrange to purchase Unilever N.V. securities otherwise than pursuant to the Offer, such as in open market or privately negotiated purchases. To the extent that information about such purchases is required to be publicly disclosed in the Netherlands in accordance with applicable regulatory requirements, such information will be available on the website of the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") (www.afm.nl) and on the website of Unilever N.V. (www.unilever.com/investor- relations/investor-news/press-releases/). As applicable, this information will also be publicly disclosed in the U.S. The information included in this Position Statement reflects the situation as of the date of this Position Statement, unless otherwise indicated. Under no circumstances may the issue or distribution of this Position Statement be interpreted as implying that the information contained herein is true and accurate on a later date than the date hereof, unless otherwise indicated. Unilever N.V. does not undertake any obligation to publicly release any revision to this information to reflect events or circumstances after the date of this Position Statement, except as may be required by applicable securities laws or by any appropriate regulatory authority. Unilever N.V. is exclusively responsible for the accuracy and completeness of the information contained in this Position Statement. This Position Statement includes forward-looking statements including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although Unilever N.V. believes that the expectations reflected in such forward-looking statements are based on reasonable 3 assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements involve unknown risks, uncertainties and other factors, many of which are outside the control of Unilever N.V., and are difficult to predict. These forward-looking statements are not guarantees of future performance. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which Unilever operates, to competitive developments or risks inherent to the business plans of Unilever and to uncertainties, risk and volatility in financial markets and other factors affecting Unilever. This Position Statement is governed by and shall be construed in accordance with the laws of the Netherlands, without prejudice to any applicable provisions of prevailing mandatorily applicable law. The Amsterdam District Court (rechtbank Amsterdam), the Netherlands, and its appellate courts shall have exclusive jurisdiction to settle any dispute which might arise out of or in connection with this Position Statement, without prejudice to a Supreme Court appeal (cassatie) or to the jurisdiction of any other competent court pursuant to prevailing mandatorily applicable law. 4 Contents Clause Page 1 INTRODUCTION ................................................................................................................. 6 2 BACKGROUND AND STRATEGIC RATIONALE ................................................................ 7 3 THE BOARD'S ASSESSMENT OF THE FINANCIAL ASPECTS OF THE OFFER ............. 7 3.1 Bid premia .............................................................................................................. 7 3.2 Substantiation of the Offer Price ............................................................................ 9 3.3 Assessment .......................................................................................................... 10 4 IMPLICATIONS FOR UNILEVER EMPLOYEES AND PLACE OF BUSINESS ................. 10 5 FINANCIAL INFORMATION .............................................................................................. 10 6 SHARE TRANSACTIONS ................................................................................................. 10 7 IRREVOCABLE UNDERTAKINGS, BUY-OUT AND DELISTING ...................................... 11 8 RECOMMENDATION .......................................................................................................