2017/3

UNILEVER PLC AND UNILEVER N.V. ("UNILEVER")

THE KRAFT HEINZ COMPANY ("KRAFT HEINZ")

Further to the announcements made earlier today by Kraft Heinz and Unilever, the Panel Executive has agreed with Unilever and Kraft Heinz the following basis on which disclosures should be made under Rule 8.3 of the Takeover Code (the "Code").

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of any of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz must make an Opening Position Disclosure.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz.  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on Friday, 3 March 2017.  Relevant persons who deal in relevant securities of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of any of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz must make a Dealing Disclosure if the person deals in any relevant securities of any of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of any of (i) Unilever plc, (ii) Unilever N.V. or (iii) Kraft Heinz, they will be deemed to be a single person for the purpose of Rule 8.3.

These requirements will continue to apply for as long as there is an offer period in relation to Unilever.  Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found on the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the relevant securities in issue, when the offer period commenced and when any offeror was first identified.  Disclosure Forms on which Opening Position Disclosures and Dealing Disclosures should be made are also available on the Takeover Panel's website. 

You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

17 February 2017