At Unilever all business activities are carried out in a socially and environmentally responsible manner. To promote a greener Pakistan and as tangible demonstration of its Corporate & Social Responsibility, Unilever»s annual report has been printed on 100% recycled paper. Further information on our brands, business and Corporate & Social Responsibility initiatives is available on our website: www.unileverpakistanfoods.com.pk contents Vision 03 Core Values 04 Company Information 05 Notice of Annual General Meeting 06 Directors» Report 09 Board Meetings Attendance 16 Operating & Financial Highlights 17 Statement of Value Addition & its Distribution 20 Pattern of Shareholding 21 Statement of Compliance with the Code of Corporate Governance 24 Auditors» Review Report 26 Financial Statements 27 Form of Proxy vision WE WORK TO CREATE A BETTER FUTURE EVERY DAY We help people feel good, look good and get more out of life with brands and services that are good for them and good for others.We will inspire people to take small everyday actions that can add up to a big difference in the world. We will develop new ways of doing business that will allow us to double the size of our Company while reducing our environmental impact. core values Impeccable Demonstrating a Wowing our Consumers Integrity Passion for Winning & Customers We are honest, transparent We deliver what We win the hearts and and ethical in our dealings we promise. minds of our consumers at all times. and customers. Bringing out the Living an Enterprise Making a Best in All of Us Culture Better World We are empowered leaders, We believe in trust, truth and We care about and who are inspired by new outstanding teamwork. We actively contribute to challenges and have a value a creative & fun the community in bias for action. environment. which we live. Company information Board of Directors Audit Committee Mr. Ehsan A. Malik Mr. Imran Husain Chairman Chairman Ms. Fariyha Subhani Mr. M. Qaysar Alam Chief Executive Member Mr. Abdul Rab Mian Zulfikar H. Mannoo Director & CFO Member Mian Zulfikar H. Mannoo Mr. Imtiaz Jaleel Director Secretary & Head of Internal Audit Mian M. Adil Mannoo Auditors Director Messers A.F. Ferguson & Co. Mr. Kamal Monnoo Chartered Accountants Director State Life Building No. 1-C I.I. Chundrigar Road, Karachi. Mr. Badaruddin F. Vellani Director Registered Office Mr. Imran Husain Avari Plaza, Director Fatima Jinnah Road, Karachi - 75530 Mr. M. Qaysar Alam Director Share Registration Office Ms. Shazia Syed C/o Famco Associates (Pvt) Limited Director State Life Building No.1-A, I.I. Chundrigar Road, Karachi. Company Secretary Web Site Address Mr. Amar Naseer www.unileverpakistan.com.pk www.unileverpakistanfood.com.pk 05 Notice of Annual General Meeting Notice is hereby given that the 12th Annual General Meeting of Unilever Pakistan Foods Limited will be held at Pearl Continental Hotel, Club Road, Karachi, on Thursday, April 22, 2010, at 14:30 Hrs. to transact the following business: A. Ordinary Business 1. To receive and consider the Company's Financial Statements for the year ended 31 December 2009, together with the Reports of the Auditors and Directors thereon. 2. To approve and declare dividend (2009) on the Ordinary Shares of the Company. The Directors have recommended final dividend of 140% (or Rs.14.00 per share) on the Ordinary Shares. Together with the interim dividend of 200% (or Rs. 20.00 per share) already paid, the total dividend for 2009 will thus amount to 340% (or Rs. 34.00 per share). 3. To appoint Auditors for the ensuing year, and to fix their remuneration. (Messrs A.F. Ferguson & Co., Chartered Accountants, retire and being eligible have offered themselves for re-appointment). B. Special Business 4. To approve the remuneration of Executive Directors including the Chief Executive. By Order of the Board Karachi Amar Naseer March 22, 2010 Company Secretary 06 Notice of Annual General Meeting Notes: 1. Share Transfer Books will be closed from 16th April 2010 to 22nd April 2010 (both days inclusive). 2. All Members / Shareholders are entitled to attend and vote at the meeting. A Member may appoint a proxy who need not be a Member of the Company. 3. Duly completed instrument of proxy, and the other authority under which it is signed, or a notarially certified copy thereof, must be lodged with the Company Secretary at the Company's Registered Office (1st Floor, Avari Plaza, Fatima Jinnah Road, Karachi) at least 48 hours before the time of the meeting. 4. Any change of address of Members should be immediately notified to the Company's Share Registrars, Famco Associates (Private) Limited, State Life Building 1-A (1st Floor), I. I. Chundrigar Road, Karachi. CDC Account Holders will further have to follow the under-mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan: A. For Attending the Meeting: i) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original Computerised National Identity Card (CNIC) or original passport at the time of attending the meeting. ii) In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced at the time of the meeting. B. For Appointing Proxies: i) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form accordingly. ii) The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. iii) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form. iv) The proxy shall produce his / her original CNIC or original passport at the time of meeting. v) In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted along with proxy form to the Company. 07 Notice of Annual General Meeting Statement Under Section 160 (1) (b) of the Companies Ordinance, 1984. Statement in respect of Special Business and related Draft Resolution This Statement sets out the material facts concerning the Special Business to be transacted at the Annual General Meeting and the proposed Resolution related thereto: Item 4 of the Agenda - Remuneration of Executive Director and Chief Executive. The Chief Executive and the Executive Director are also the employees of Unilever Pakistan Limited and are providing services to the Company under the shared services agreement signed between both the Companies. For the year 2009: Rs. 4.53 million for the Chief Executive, and Rs. 1.03 million for the Executive Director as remuneration for the services. Estimated for the year 2010: Rs. 2.25 million for the Chief Executive and Rs. 1.20 million for the Executive Director as remuneration for the services. Estimated for January 2011 to March 2011: Rs. 0.53 million for the Chief Executive and Rs. 0.30 million for the Executive Director as remuneration for the services. Approval of the Members is required for remuneration for holding their respective office of profit in respect of the CEO and Executive Director. For this purpose it is proposed that, the following resolution be passed as an Ordinary Resolution: ≈RESOLVED THAT approval be and is hereby granted for the holding of offices of profit in the Company by the Executive Director and the Chief Executive, and the payment of remuneration to them for their respective periods of service in accordance with the shared service agreements, their individual contracts and the rules of the Company; amounting in the aggregate to Rs. 5.56 million approximately, actual for the year January-December 2009; Rs. 3.45 million approximately estimated for January to December 2010 which includes variable pay for the year 2009; and Rs. 0.83 million approximately estimated for January to March 2011.Δ 08 Directors» Report Unilever Pakistan Foods Limited 10 Directors» Report The Directors are pleased to present the Dividends Annual Report together with Company's audited financial statements for the year Your director»s had declared an interim cash ended December 31, 2009. dividend of Rs. 20.00 per share on August 17, 2009 and recommend a further dividend of Business Review: Rs. 14.00 per share, which makes a total of Rs. 34.00 per share for the year 2009. The Company managed to grow despite adverse economic conditions. Sales for the Our Mission and Strategy year 2009 grew by 9.6%; the growth momentum increased in the 2nd half with Our mission is to help people feel good, look sales growth of 12.2% as compared to 7.4% good and get more out of life with brands in the first half. All major categories and services that are good for them and good contributed positively to delivering growth. for others. We offer food and drinks for in- Persuasive marketing campaigns coupled with home and out-of-home consumption. Our strong innovations have contributed strongly retail brands are Knorr, Rafhan, Energile and to business growth. An exciting range of Glaxose-D. Our food service business is called 'Pakistani Meal Maker' was launched along Unilever Foodsolutions. with two new variants of noodles and both were well received by consumers. Knorr is a leader in the savoury category. The portfolio includes noodles, bouillon cubes, Gross margin remained under pressure due to soups, meal makers, sauces and ketchup. rising input material costs and rupee Although all categories under Knorr registered depreciation.