FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May, 2006
UNILEVER N.V.
(Translation of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE NETHERLANDS
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
Exhibit 99 attached hereto is incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNILEVER N.V.
/S/ A. BURGMANS
By A. BURGMANS
CHAIRMAN
/S/ J.A.A. VAN DER BIJL
By J.A.A. VAN DER BIJL
SECRETARY
Date:05/08/2006
EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
99 Notice to Euronext, Amsterdam dated 8 May 2006
Unilever N.V. AGM
Exhibit 99
UNILEVER N.V. ANNUAL GENERAL MEETING APPROVES ALL RESOLUTIONS
Rotterdam, 8 May.- Unilever N.V. shareholders today approved all resolutions put
to the Annual General Meeting in Rotterdam. Details of the voting by the
shareholders are set out below. The resolutions include the following:
1. Board Appointments
All continuing Directors stood for election and were duly re-elected. These were
Patrick Cescau, Kees van der Graaf, Ralph Kugler and Rudy Markham as Executive
Directors, and Antony Burgmans, Leon Brittan, Lynda Chalker, Wim Dik, David
Simon and Jeroen van der Veer as Non-Executive Directors.
Charles Golden, Byron Grote, Jean-Cyril Spinetta and Kees Storm were proposed
for appointment as Non-Executive Directors for the first time and were also duly
appointed.
Bertrand Collomb, Oscar Fanjul and Hilmar Kopper retired as Non-Executive
Directors at the meeting.
David Simon replaces Betrand Collomb as the Senior Independent Director.
2. Strengthening governance structure
Furthermore, shareholders have approved all resolutions to strengthen Unilever's
corporate governance and structure:
-To give Directors the authority allowing greater flexibility to allocate
assets between both parent companies;
-To improve transparency and establish a one-to-one economic equivalence
for the N.V. and PLC ordinary shares, and split the N.V. ordinary shares 3
to 1, see below under "N.V. Share Split";
-To remove the binding nomination procedure and allow shareholders the
right to nominate candidates for election as Directors, whilst ensuring
unity of management .
These resolutions will become effective once the Unilever PLC shareholders adopt
the corresponding resolutions tomorrow. A separate press release of Unilever
N.V. on the outcome of that meeting will be issued after Unilever PLC's meeting.
3. -N.V. Share Split
The shareholders approved a 3 to 1 split of the Unilever N.V. ordinary
shares. This involved a redenomination of the Unilever N.V. share capital
from NLG to Euro.
It is planned that on 22 May 2006:
-the ordinary shares in Unilever N.V. with a nominal value of NLG 1.12
will be redenominated in ordinary shares with a nominal value of EUR 0.48
and each of these will be split into three ordinary shares with a nominal
value of EUR 0.16 each; the same applies to the depositary receipts for
ordinary shares;
-the 7% cumulative preference shares with a nominal value of NLG 1,000
each will be redenominated in 7% cumulative preference shares with a nominal
value of EUR 428.57 (with the accompanying depositary receipts for subshares
being redenominated proportionally);
-the 6% cumulative preference shares with a nominal value of NLG 1,000
will be redenominated in cumulative preference shares with a nominal value
of EUR 428.57 (with the subshares being redenominated proportionally);
-the 4% cumulative preference shares with a nominal value of NLG 100 will
be redenominated in cumulative preference shares with a nominal value of
EUR 42.86.
It is planned that dealings in the new Unilever N.V. (depositary receipts of)
ordinary shares with a nominal value of EUR 0.16 on Euronext Amsterdam and the
stock exchange in Frankfurt wiil commence on 22 May 2006 and on the New York
Stock Exchange on 24 May 2006.
It was announced on 7 March 2006 that Unilever N.V. has decided to delist the
Unilever N.V. (depositary receipts for) ordinary shares from the stock exchanges
in Zurich (on 19 May 2006) and Frankfurt
(on 26 June 2006).
The Annual General Meeting further decided to amend the Articles of Association
to reflect that Unilever N.V. shares will be in registered form (op naam). It is
expected that this will also become effective on
22 May 2006
A separate advertisement will be placed in the Dutch press in due course
informing investors who hold the (depositary receipts of) shares mentioned above
through Euronext Amsterdam on the implications of the share split and the
dematerialisation. Other holders of the (depositary receipts of) shares
mentioned above are advised to contact their bank or broker to establish what
the implications are for them of these changes and what action is required, if
any.
4. Voting results AGM
Agenda item For Against Abstain
2. Adoption Annual Accounts 686.438.447 760.779 12.012.416
3. Discharge Executive Directors 695.365.523 2.239.319 1.606.800
4. Discharge Non-Executive 695.604.783 2.421.308 1.185.551
Directors
5A. Share Equalisation 693.113.238 1.575.239 4.523.165
5B. Board nomination procedure 695.927.695 1.529.770 1.754.177
5C. Amendment of the Deed of Mutual
Covenants 674.114.076 22.247.413 2.850.153
6A. Appointment Patrick Cescau 694.747.185 2.994.069 1.470.388
6B. Appointment Kees van der Graaf 695.856.262 1.475.607 1.879.773
6C. Appointment Ralph Kugler 695.849.760 1.538.873 1.823.009
6D. Appointment Rudy Markham 694.342.432 2.090.609 2.778.601
7A. Appointment Antony Burgmans 691.136.339 5.067.683 3.007.620
7B. Appointment Leon Brittan 695.095.551 1.669.556 2.446.535
7C. Appointment Lynda Chalker 695.224.013 1.241.093 2.746.536
7D. Appointment Wim Dik 695.147.942 2.421.446 1.642.254
7E. Appointment David Simon 695.989.599 934.552 2.287.491
7F. Appointment Jeroen van der Veer 696.535.119 1.356.437 1.320.086
7G. Appointment Charles Golden 695.906.242 1.139.104 2.166.296
7H. Appointment Byron Grote 695.278.778 1.568.276 2.364.588
7I. Appointment Jean-Cyril Spinetta 696.152.444 1.260.055 1.799.143
7J. Appointment Kees Storm 696.086.192 1.381.638 1.743.812
8. Remuneration Non-Executive 689.517.054 6.464.944 3.229.644
Directors
9. Appointment of auditors 695.699.855 1.550.494 1.961.293
10. Authorisation to issue shares 642.631.307 55.307.093 1.273.242
11. Authorisation to purchase 697.263.503 515.185 1.432.954
shares
8 May 2006
Unilever N.V.
Rotterdam
SAFE HARBOUR STATEMENT: This announcement may contain forward-looking
statements, including 'forward-looking statements' within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Words such as
'expects', 'anticipates', 'intends' or the negative of these terms and other
similar expressions of future performance or results and their negatives are
intended to identify such forward-looking statements. These forward-looking
statements are based upon current expectations and assumptions regarding
anticipated developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance. Because these
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements, including, among
others, competitive pricing and activities, consumption levels, costs, the
ability to maintain and manage key customer relationships and supply chain
sources, currency values, interest rates, the ability to integrate acquisitions
and complete planned divestitures, physical risks, environmental risks, the
ability to manage regulatory, tax and legal matters and resolve pending matters
within current estimates, legislative, fiscal and regulatory developments,
political, economic and social conditions in the geographic markets where the
Group operates and new or changed priorities of the Boards. Further details of
potential risks and uncertainties affecting the Group are described in the
Group's filings with the London Stock Exchange, Euronext Amsterdam and the US
Securities and Exchange Commission, including the Annual Report and Accounts on
Form 20-F. These forward-looking statements speak only as of the date of this
document. Except as required by any applicable law or regulation, the Group
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.