Exhibit 99.1
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of November 30, 2020 among UNILEVER CAPITAL CORPORATION, a Delaware corporation, (the “Company”), UNILEVER PLC, a company organized under the laws of and registered in England (“PLC”), UNILEVER UNITED STATES, INC., a Delaware corporation (“Unilever U.S.”, and together with PLC, the “Guarantors”); and The Bank of New York Mellon, a New York banking institution, as Trustee (the “Trustee”) under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Company, Unilever N.V., a corporation organized under the laws of Netherlands (“Unilever N.V.”) as issuer and guarantor, PLC, Unilever U.S. and the Trustee have been parties to an amended and restated Indenture dated as of September 22, 2014, (the “Indenture”), pursuant to which the Company has issued, and may from time to time issue, notes, bonds or other evidences of indebtedness (the “Debt Securities”);
WHEREAS, on November 29, 2020, PLC acquired the entire issued share capital of Unilever N.V. through a cross border merger in which Unilever N.V. was merged into PLC (the “Merger”) and PLC became the sole parent company of the Unilever Group (“Unification”);
WHEREAS, as a result of Unification, the rights and obligations of Unilever N.V. as an issuer and a guarantor under the Indenture will be assumed by PLC by operation of law;
WHEREAS, the Company and the Guarantors now desire to evidence the Merger, and assumption by PLC of the rights and obligations of Unilever N.V. pursuant to Article VIII of the Indenture;
WHEREAS Section 9.01(1) of the Indenture provides, among other things, that the Company, each Parent and Unilever U.S., when authorized by pursuant to action of its Board of Directors, and the Trustee may enter into an indenture supplemental thereto without the consent of any Holder the purpose of which is to evidence the succession of another corporation to Unilever N.V., and the assumption by such successor of the covenants of Unilever N.V., therein and in the Debt Securities or Guarantees;
WHEREAS, the Company has determined that this First Supplemental Indenture complies with Section 9.01(1) of the Indenture and, pursuant to such section, does not require the consent of any Holders;
WHEREAS, the Company and PLC have furnished the Trustee with an Officer’s Certificate and an Opinion of Counsel as required by Sections 1.02, 1.03, 6.03(c), 6.03(d), 8.01(2) and 9.03 of the Indenture and Board Resolutions as required by Section 9.01 of the Indenture; and
WHEREAS all conditions and requirements necessary to make this First Supplemental Indenture a valid instrument that is legally binding on the parties hereto and on the Holders, have been satisfied.
NOW THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the securities listed in Schedule A hereto, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
1.1
Amendments to Article I of the Indenture.
a)
Section 1.01 of the Indenture is hereby amended by inserting and/or replacing the following definitions:
“‘Guarantors’ means Unilever PLC and Unilever U.S., until in the case of any Guarantor, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and therefore “Guarantors” shall include such successor corporation.”
