Unilever N.V. announced today it has received the report concerning its 1999 Dutch preference shares produced by investigators appointed by the Enterprise Chamber of the Amsterdam Court of Appeal.
The Unilever Board set up a special Board Committee, composed of independent non-executive Board members and chaired by Professor Wim Dik, to deal with this matter.
The preference shares were issued by Unilever N.V. at the time of the special dividend payment in 1999. Unilever N.V.'s objective in issuing them was to offer a tax-efficient alternative to a cash dividend for its Dutch private shareholders who would have had to pay up to 60% income tax on such dividend whereas the preference share would not be taxable. They were approved by shareholders at the 1999 Unilever N.V. AGM and their tax treatment had been agreed with the Dutch authorities.
With regard to three important elements the investigators do not criticise Unilever's policy. Unilever's decision to issue the preference shares in 1999 as well as its decision to convert these into ordinary shares in 2004 were correct. The investigators further do not conclude that Unilever has committed itself to or has guaranteed that it would buy back the preference shares for EUR 6,58, as alleged by some preference shares holders.
The investigators do however criticise Unilever's communications with regard to the preference shares. Unilever takes this criticism seriously. A significant part of it seems to be caused by different interpretations of facts.
Unilever will defend itself, should this matter be progressed in further procedures.
Unilever will shortly publish the report as well as an English translation on its website.