EXECUTION VERSION
Twenty-Sixth Supplemental Trust Deed
relating to a U.S.$25,000,000,000 Debt Issuance Programme
Dated 16 May 2024
UNILEVER FINANCE NETHERLANDS B.V.
and
UNILEVER CAPITAL CORPORATION
and
UNILEVER PLC
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
Ref: L-346958
This Twenty-Sixth Supplemental Trust Deed is made 16 May 2024 between:
- UNILEVER FINANCE NETHERLANDS B.V. ("UFN"), a company incorporated under the laws of the Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, the Netherlands, UNILEVER CAPITAL CORPORATION ("UCC"), a company incorporated under the laws of the state of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America, UNILEVER PLC ("PLC"), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and UNILEVER UNITED STATES, INC. ("UNUS"), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and
- THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated under the laws of England, whose registered office is at Eighth Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom (the "Trustee", which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents).
Whereas:
- This Deed is supplemental to the Trust Deed dated 22 July 1994 made between PLC, UNUS, the Trustee, Unilever N.V. and Unilever Japan Holdings K.K. (the "Principal Trust Deed") as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Trust Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022 and the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023.
- The parties of the first part hereto desire to modify certain provisions of the Principal Trust Deed, as amended.
Now this Twenty-Sixth Supplemental Trust Deed witnesses and it is agreed and declared as follows:
1 Definitions
All expressions defined in the Principal Trust Deed shall, unless there is anything in the subject or context inconsistent therewith, have the same meanings in this Twenty-Sixth Supplemental Trust Deed.
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- The Trust Deed
- The Principal Trust Deed is hereby amended and restated as of the effective date hereof and as set out in Clause 3 below and shall henceforth be read and construed as one document in the form set out in the Schedule to this Twenty-Sixth Supplemental Trust Deed.
- Save to the extent specifically referred to in this Twenty-Sixth Supplemental Trust Deed, nothing contained in this Twenty-Sixth Supplemental Trust Deed shall be construed as a waiver, variation, modification or amendment of the provisions of the Principal Trust Deed and the Principal Trust Deed, all issued Notes and all issued Coupons shall continue in full force and effect. For the avoidance of doubt, this Twenty-Sixth Supplemental Trust Deed only governs Notes issued after the date hereof.
- Effectiveness
The amendments to the Principal Trust Deed effected by this Twenty-Sixth Supplemental Trust Deed shall take effect on the date of execution by the last party to this Twenty-Sixth Supplemental Trust Deed. - Notices
Pursuant to Clause 17(A) of the Principal Trust Deed, the Trustee hereby agrees that notice of the execution of this Twenty-Sixth Supplemental Trust Deed need not be given to the Noteholders in accordance with Condition 14 of the Notes. - Counterparts
This Twenty-Sixth Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Twenty-Sixth Supplemental Trust Deed by signing any such counterpart. - Rights of Third Parties
The parties to this Twenty-Sixth Supplemental Trust Deed do not intend that any term of this Twenty-Sixth Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Twenty-Sixth Supplemental Trust Deed. - Governing Law
This Twenty-Sixth Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and the provisions relating to jurisdiction contained in Clause 34 of the Principal Trust Deed shall apply, mutatis mutandis, hereto.
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In witness whereof this Twenty-Sixth Supplemental Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
EXECUTED as a DEED by
UNILEVER PLC
acting by:
in the presence of:
Witness's signature
Name
Address
Occupation
(Signature page to the Trust Deed)
EXECUTED as a DEED by
UNILEVER FINANCE NETHERLANDS B.V. (having its corporate seat in Rotterdam, the Netherlands) acting by:
in the capacity as Duly Authorised Attorney under its authority acting by:
(Signature page to the Trust Deed)
EXECUTED as a DEED by the said UNILEVER UNITED
STATES, INC.
acting by
under its authority:
(Signature page to the Trust Deed)
EXECUTED as a DEED by the
said UNILEVER CAPITAL
CORPORATION
acting by
under its authority:
(Signature page to the Trust Deed)
EXECUTED as a DEED by THE
LAW DEBENTURE TRUST CORPORATION p.l.c. in the presence of:
Director:
Secretary, representing Law Debenture Corporate Services Ltd:
(Signature page to the Trust Deed)
SCHEDULE
Dated 22 July 1994
as amended and restated on 16 May 2024
UNILEVER FINANCE NETHERLANDS B.V.
and
UNILEVER CAPITAL CORPORATION
and
UNILEVER PLC
and
UNILEVER UNITED STATES, INC.
and
THE LAW DEBENTURE TRUST CORPORATION P.L.C. TWENTY-SIXTHSUPPLEMENTAL TRUST DEED
relating to a U.S.$25,000,000,000 Debt Issuance Programme
(as amended by the First Supplemental Trust Deed dated 24 July 1995, the Second Supplemental Trust Deed dated 11 July 1996, the Third Supplemental Trust Deed dated 13 November 1997, the Fourth Supplemental Trust Deed dated 11 November 1998, the Fifth Supplemental Deed dated 4 July 2000, the Sixth Supplemental Trust Deed dated 2 July 2001, the Seventh Supplemental Trust Deed dated 1 July 2002, the Eighth Supplemental Trust Deed dated 27 June 2003, the Ninth Supplemental Trust Deed dated 2 June 2004, the Tenth Supplemental Trust Deed dated 10 August 2005, the Eleventh Supplemental Trust Deed dated 15 May 2007, the Twelfth Supplemental Trust Deed dated 13 May 2008, the Thirteenth Supplemental Trust Deed dated 11 May 2009, the Fourteenth Supplemental Trust Deed dated 6 May 2010, the Fifteenth Supplemental Trust Deed dated 5 May 2011, the Sixteenth Supplemental Trust Deed dated 4 May 2012, the Seventeenth Supplemental Trust Deed dated 3 May 2013, the Nineteenth Supplemental Trust Deed dated 2 May 2014, the Twentieth Supplemental Trust Deed dated 1 May 2015, the Twenty-First Supplemental Trust Deed dated 22 April 2016, the Twenty-Second Supplemental Trust Deed dated 15 May 2019, the Twenty-Third Supplemental Trust Deed dated 11 May 2021, the Twenty-Fourth Supplemental Trust Deed dated 10 May 2022, the Twenty-Fifth Supplemental Trust Deed dated 16 May 2023 and the Twenty-Sixth Supplemental Trust Deed dated 16 May 2024)
Ref: L-346958
Linklaters LLP
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Table of Contents | ||
Contents | Page | |
1 | Definitions | 1 |
2 | Amount of the Notes | 9 |
3 | Covenant to repay and to pay interest | 10 |
4 | Issue and constitution of Notes | 12 |
5 | Forms and issue of the Notes | 13 |
6 | Stamp Duties | 14 |
7 | Covenant to observe provisions of the Trust Deed and Schedules | 15 |
8 | Guarantee | 16 |
9 | Application of moneys received by the Trustee | 18 |
10 | Power to retain and invest less than 10 per cent | 18 |
11 | Authorised investments | 19 |
12 | Indemnification of the Trustee upon enforcement | 19 |
13 | Payment to Noteholders and Couponholders | 20 |
14 | Production of Notes and Coupons | 20 |
15 | Covenants by the Issuers and the Guarantors | 20 |
16 | Remuneration of the Trustee | 23 |
17 | Modifications and Substitution | 25 |
18 | Redemption, Purchase and Cancellation | 29 |
19 | Noteholders to be treated as holding all Coupons | 30 |
20 | No notice to Couponholders | 31 |
21 | Trustee may enter into other transactions with PLC or any of its group companies | 31 |
22 | Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the | |
Trustee | 31 | |
23 | Disapplication | 34 |
24 | Trustee entitled to assume due performance | 34 |
25 | Waiver | 34 |
26 | Power to delegate | 35 |
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Unilever plc published this content on 20 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2024 13:49:23 UTC.