HINDUSTAN UNILEVER LIMITED REGISTERED OFFICE: 165/166, Backbay Reclamation, Mumbai – 400 020. PUBLIC ANNOUNCEMENT ON BUY-BACK OF EQUITY SHARES FROM THE OPEN MARKET THROUGH THE STOCK EXCHANGES . will be determined by the Board (which expression shall also include a Committee of Directors and Senior Managers . 9.3 The closing market price on June 14, 2010, being the next trading day immediately after the date of the resolution of This Public Announcement is made pursuant to the provisions of Regulation 8(1) read with Regulation 15(c) of . . . the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended and contains . of the Company constituted for this purpose). . the Board of Directors approving the Buy-back, i.e. June 11, 2010, was Rs. 255.05 per Equity Share on BSE and Rs. disclosures as specified in Schedule II to these Regulations. . 13. As per the provisions of the Act, the Company will not be allowed to issue fresh Equity Shares within a period of . . 255.45 per Equity Share on NSE (Source: BSE and NSE) Offer for Buy-Back of Equity Shares from Open Market through Stock Exchange(s) . . six months after the completion of the Buy-back except by way of bonus issue or in the discharge of subsisting . 10. MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY: . 1. THE OFFER & BUYBACK PRICE: . . obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares . 10.1 The Buy-back is not likely to cause any material impact on the profitability of the Company, except of a reduction in . . . or debentures into Equity Shares. . 14. The Company confirms that there are no defaults subsisting in the repayment of deposits, redemption of debentures . 1.1 Hindustan Unilever Limited (“HUL” or the “Company”) hereby announces its intention to Buy-back its fully paid-up the treasury income, which the Company could have otherwise earned on the funds deployed in liquid assets. . equity shares of face value of Re. 1/- each (“Equity Shares”) from the existing registered shareholders/beneficial . or preference shares or repayment of term loans to any financial institutions or banks. . 10.2 The Buy-back is expected to contribute to further improvement in the financial ratios and an overall enhancement of . . 15. The Board of Directors hereby confirms that it has made a full inquiry into the affairs and prospects of the Company . owners of the Equity Shares of HUL (“Buy-back”) through the open market using the nationwide electronic trading . . 10.3 the shareholders’ value. in any way limit the Company’s ability to fund any value adding acquisition opportunities, . facilities of the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), . and has formed the opinion; pursuant to Article 169A of the Articles of Association of the Company and in accordance with Sections 77A, 77AA and . . The Buy-back does not . . a. that, immediately following the date on which the results of postal ballot are declared, there will be no grounds . 77B of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India (Buy Back of Securities) should they arise in the future. . 10.4 Pursuant to Regulation 15(b) of the Buy-back Regulations, the Promoters and persons in control are not entitled to offer . . on which the Company could be found unable to pay its debts; Regulations, 1998 (“the Buy-back Regulations”) at a price not exceeding Rs. 280/- per Equity Share (“Maximum Buy- . . b. that, as regards its prospects for the year immediately following the date on which the results of the Postal Ballot . back Price”) payable in cash, for an aggregate amount not exceeding Rs. 630 crores (“Offer Size”) i.e. within 25% . Equity Shares held by them under the Buy-back. The holding of the Promoters as a result of the Buy-back would become . . are declared, having regard to their intentions with respect to the management of the Company’s business during . 52.56% of the total equity capital (with reference to promoter holding as on June 11, 2010) assuming that the entire that year and to the amount and character of the financial resources which will, in the view of the Board, be . of the Company’s fully paid-up Equity Share Capital and Free Reserves as per the Audited Balance Sheet as on March 31, 2010. . . available to the Company during that year, the Company will be able to meet its liabilities as and when they fall . . amount of Rs. 630 crores is utilised for the Buy-back at a Maximum Buy-back Price of Rs. 280/- per Equity Share. The . 1.2 The aggregate Paid-up Equity Share Capital and Free Reserves of the Company as at March 31, 2010 was Rs. 2,551.26 . due and will not be rendered insolvent within a period of one year from the aforesaid date; and . Buy-back of Equity Shares will not result in a change in control or otherwise affect the existing management structure. . 10.5 Consequent to the Buy-back and based on the number of shares bought back by the Company from International . c. that, in forming its opinion for the above purposes, the Board has taken into account the liabilities including . crores and under the provisions of the Act, the funds deployed for Buy-back shall not exceed 25% of the Paid-up Equity . . Share Capital and Free Reserves of the Company. Accordingly, the maximum amount, as per the report of the Statutory . Investors (FIIs/NRIs), Indian Financial Institutions / Banks / Mutual Funds, Central/State Government Institutions/Non- . prospective and contingent liabilities as if the Company were being wound up under the provisions of the Act. . 16. The Company shall transfer from its Free Reserves a sum equal to the nominal value of the Equity Shares purchased . Auditors dated June11, 2010 that can be utilised in the present Buy-back is Rs. 637.81 crores. Further, under the Act, . and Public including other Bodies Corporate, their shareholding . 10.6 Government Institutionsof the debt owed by the Company will not be more than twice the would undergo a change.of . through the Buy-back to the Capital Redemption Reserve account and the details of such transfer shall be disclosed . the number of Equity Shares that can be bought back shall not exceed 25% of the Paid-up Equity Share Capital of the . . Post Buy-back, the ratio capital and free reserves Company. Accordingly, the maximum number of Equity Shares that can be bought back cannot exceed 54,54,21,695 . in its subsequent Audited Balance Sheet. . the Company after the Buy-back. . Equity Shares being 25% of 2,18,16,86,781 Equity Shares of face value of Re.1/- each as of March 31, 2010. The . 17. The Report dated June 11, 2010 received from M/s. Lovelock & Lewes, the Statutory Auditors of the Company . . 10.7 The Company shall not issue bonus shares during the period the Buy-back is open. (“Minimum Buy-back Shares”). . Company, subject to the Maximum Buy-back Price, proposes to Buy-back a minimum of 56,25,000 Equity Shares . addressed to the Board of Directors of the Company is reproduced below: . 10.8 The Company shall not withdraw the offer of Buy-back after the Public Announcement is made. . . . “In connection with the proposed buy back of Equity Shares approved by the Board of Directors of Hindustan . 11 STATUTORY APPROVALS: Unilever Limited (hereinafter referred to as the ‘Company’) at their meeting held on June 11, 2010, in pursuance of . 1.3 The Maximum Buy-back Price of Rs. 280/- has been arrived at after taking into account the trends in the market price . . The Board of the Company has approved the Buy-back at its meeting held on June 11, 2010 and the members have . the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) . of the Equity Shares of the Company during the last six months prior to the date of the Board Meeting. The average . . approved the same on July 26, 2010, through postal ballot as statutorily required by the Companies Act,1956. closing market price of the Equity Shares in the last three calendar months prior to June 11, 2010 (being the date of the . Regulations, 1998 and based on the information and explanations given to us, we report that: . . . a. we have enquired into the state of affairs of the Company in relation to its audited financial statements for the year . Board Meeting in which the proposal of Buy-back was approved), on the BSE was Rs. 232.81 and on the NSE was . The Company, has vide its letters dated June 21, 2010, informed the Secretariat of Industrial Assistance, Ministry of . Commerce & Industry and the Reserve Bank of India of the Company’s proposal of buy back of shares in compliance ended March 31, 2010, which were taken on record by the Board of Directors at their meeting held on May 25, 2010. . Rs. 233.07. The Maximum Buy-back Price of Rs. 280/- is at a premium of approximately 20% over the aforesaid prices. . . with the Buy-back Regulations and its consequential impact on the foreign shareholding in the Company. Further, the . These financial statements are to be placed before the members of the Company for adoption at the ensuing Annual . 1.4 The Company will implement the Buy-back by way of Open Market purchases through the BSE and the NSE using their . nationwide electronic trading facilities. The Company shall not Buy-back its Equity Shares from any person through . Company has, vide its letter of even date, also informed SEBI of the increase in Unilever’s shareholding pursuant to . . General Meeting scheduled for July 27, 2010; . . b. the capital payment (including premium) of an amount not exceeding Rs. 637.81 crores towards the buy back of . negotiated deals, whether on or off the Stock Exchange(s) or through spot transactions or through any private arrangement . the Buy-back and the Company’s compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) in the implementation of the Buy-back. . . Equity Shares properly determined in accordance with Section 77A(2)(c) of the Companies Act, 1956 and is within . Regulations, 1997. . the permissible amount of 25% of the paid up equity capital and free reserves of the Company, as computed below. . 1.5 The maximum amount required by the Company for the said Buy-back aggregating Rs. 630 crores will be met out of No other statutory approvals . 12 PROPOSED TIMETABLE: are required to be obtained for the Buy-back. the Share Premium account and/or Free Reserves of the Company. . . The amount of Share Capital and Free Reserves have been extracted from the audited financial statements of the . . Activity 2. AUTHORITY FOR THE OFFER OF BUY-BACK: . . Company for the year ended March 31, 2010 : . Date . As at 31st March, 2010 . Board Meeting approving Buy-back . Pursuant to the provisions contained in Article 169A of the Articles of Association of the Company and Sections 77A, . . Share Capital- Subscribed and Paid – up 77AA, 77B and other applicable provisions, if any, of the Companies Act, 1956 and the provisions contained in the Buy- Rs. in crores . Shareholders approving Buy-back through June26, 2010 . July 11, 2010 . back Regulations, the present Buy back from open market through Stock Exchanges has been duly authorised by: . Free Reserves 218.17 . postal ballot . . a. a Resolution passed by the Board of Directors of the Company (hereinafter referred to as “the Board”) at their meeting . - Share Premium Account . Date of commencement of the Buy-back August 23, 2010 . held on June 11, 2010; . . - General Reserve 71.18 . Acceptance of Equity Shares . Within the relevant pay-out dates of the Stock Exchanges . b. a Special Resolution passed by members of the Company through postal ballot, the results of which were declared . - Profit and Loss Account - Surplus 1,459.72 . Verification of Shares Accepted . Within 15 days of the pay-out dates on July 26, 2010. . . Total 802.19 . in the Physical Mode . 3. BRIEF INFORMATION ABOUT THE COMPANY: . Maximum Amount permissible for buy back i.e. 25% of the total paid up capital and free reserves 2,551.26 . Extinguishment of Equity Shares . . 3.1 HUL was incorporated on the 17th day of October, 1933 under the Indian Companies Act, VII of 1913 initially under the 637.81 . . Within 15 days of acceptance as above. Provided that the Company shall . c. the Board of Directors of the Company, at their meeting held on June 11, 2010, have formed their opinion as specified . name of Lever Brothers (India) Private Limited. Subsequently, the Company’s name was changed to Hindustan Lever ensure that all Equity Shares bought back are extinguished within 7 days of . . in clause (x) of Schedule I of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 . Limited vide certificate issued by Government of India, Ministry of Company Affairs dated 1st day of November, 1956. . Last Date for the Buy-back the last date of completion of Buy-back . . on reasonable grounds and that the Company will not, having regard to its state of affairs, be rendered insolvent . Vide a certificate issued by Government of India, Ministry of Company Affairs dated 11th day of June, 2007, the name . a) July 25, 2011 (i.e. 12 months from date of the Special Resolution passed of the Company has now been changed to Hindustan Unilever Limited. . . within a period of one year from the date of declaration of results of postal ballot on July 26, 2010. . by the shareholders of the Company via Postal Ballot) or . d. This report has been issued at the request of the Company in connection with the proposed Buy-back and cannot . 3.2 HUL is India’s leading Fast Moving Consumer Goods (“FMCG”) company whose journey in India started with Sunlight . b) When the Company completes the Buy-back to the extent of authorised . . be used for any other purpose.” soap in 1888. With it, began an era of marketing branded FMCG in India. Sunlight was followed soon after by Lifebuoy . . amount of Rs. 630 crores or . 18. None of the Directors is concerned or interested in this Resolution, except to the extent of their shareholding in the . in 1895 and other famous brands like Pears, Lux and Vim. The Company's corporate existence came into being with . . Company, as detailed above. The Board commends the proposal for approval by the Members of the Company. . the establishment of Hindustan Vanaspati Manufacturing Company which was followed by Lever Brothers India Private . c) at such other earlier date as may be determined by the Board or Committee . It may be noted that, in connection with 17a, the financial statements of the Company for the year ended March 31, 2010, were . Limited in 1933 and United Traders Limited in 1935. These three companies merged to form Hindustan Lever Limited . . thereof, after giving notice for such earlier closure. The Company will, however, . adopted by the members of the Company at the Annual General Meeting held on July 27, 2010. in November 1956. The Company was renamed as Hindustan Unilever Limited in June 2007. The Company created . complete the Buy-back of minimum of 56,25,000 Equity Shares, within the . 6. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN: . history when it was listed on the Bombay Stock Exchange, Kolkata Stock Exchange and Madras Stock Exchange . . Maximum Buy Back Price before announcing such earlier closure. . 6.1 The Share Capital of the Company is as follows: in 1956 and offered 10% of its equity to Indian shareholders. The Company became the first foreign subsidiary company . . . All payment obligations relating to the Buy-back offer shall be completed before . Authorised Share Capital: in India to offer equity shares to Indian public. Today, HUL is listed on the BSE and the NSE. As on March 31, 2010, . . . the Last Date for the Buy-back. pattern of the Company as on March 31, 2010 is as under: . Rs. 225,00.00 lakhs comprising of 225,00,00,000 Equity Shares of Re.1/- each the Company has 3,56,469 shareholders in total and the non – promoter shareholding is 47.98%. The shareholding . Issued, Subscribed & Paid-up: . 13. PROCESS AND METHODOLOGY TO BE ADOPTED FOR BUYBACK: . Category . . No. of Folios Shares held (Nos) % of holdings . 13.1 The Buy-back is open to all equity shareholders of the Company holding shares either in physical and/or electronic form, . Unilever and its Associates 9 . . As on March 31, 2010 1,13,48,49,460 52.02 As on June 11, 2010 As on August 11, 2010 . . 13.2 As per the Buy-back Regulations,as company in this Publicpurchase its shares from the open market, shall do so only except Promoters and Directors indicated Announcement. Mutual Funds & Unit Trust of India 167 . . (being the date of last 7,06,72,545 audited accounts) 3.24 (being the date of board meeting) . . a intending to Central Government / State Government(s) 1 . Rs. 218,16.87 lakhs comprising . 20 - Rs. 218,16.87 lakhs comprising Rs. 218,23.20 lakhs comprising . . on the Stock Exchanges having nationwide trading terminals. Accordingly, the Buy-back will be implemented by the Financial Institutions / Banks 168 . of 2,18,16,86,781 Equity Shares of . 86,89,076 0.40 of 2,18,16,86,781 Equity Shares of 2,18,23,19,802 Equity Shares . Company by way of open market purchases through the BSE and the NSE using their nationwide trading terminals. . 13.3 For the aforesaid Buy-back of Equity Shares, the Company has appointed HSBC Securities and Capital Markets Insurance Companies 22 . . Notes :face value of Re. 1/- each 22,82,70,126 10.46 of face value of Re. 1/- each of face value of Re. 1/- each . . (India) Private Limited; Kotak Securities Limited and ICICI Securities Limited as the registered broker (“Brokers Foreign Institutional Investors 433 . . (i) As on 31st March 2010, of the above Equity Shares: 31,59,63,311 14.48 . . to the Offer”) through whom the purchases and settlement on account of Buy-back would be made by the Company. . . . Bodies Corporate 3,010 . (a) 1,13,48,49,460 Equity Shares of Re. 1/- each are held by Unilever PLC, the holding company, and its associates . 7,56,58,898 3.47 . The Company has appointed Kotak Securities Limited as the broker for buying back Equity Shares in physical form. NRIs/Foreign Corporate Bodies /Foreign 4,106 . . 77,29,689 0.35 including 79,48,06,750 shares of Re 1/- each held by Unilever PLC. . The relevant contact persons at Kotak Securities Limited are: Mr. Jayesh Mistry (Tel: +91-22-66056436) and Mr. Karl Nationals/ Overseas Corporate Bodies . (b) 79,53,79,675 Equity Shares of Re. 1/- each are allotted as fully paid-up pursuant to a contract for a consideration . . Sahukar (Tel: +91-22-66341288). Directors and their Relatives 20 . . other than cash. 1,19,693 0.01 . Name of the Brokers . . . (c) 1,31,68,54,620 Equity Shares of Re. 1/- each are allotted as fully paid-up bonus shares by way of capitalisation of . HSBC Securities and Capital Markets (India) Kotak Securities Limited . 6.2 Theshare premiumpattern of the Company as on 11th June, 2010 (being the date of board meeting) is shown below: . Private Limited Resident Individuals & Others 3,48,533 33,97,33,963 15.57 ICICI Securities Limited Total 3,56,469 . 2,18,16,86,781 shareholding and accumulated profits. 100.00 . . 52/60 M.G. Road, Fort, Mumbai - 400 001 Nariman Point,1st Floor, Bakhtawar, ICICI Centre, H.T. Parekh Marg, . Particulars . 3.3 The brief audited financial information of the Company for the last three financial periods and unaudited financial results No. of Equity % of the No. of Shares % of holding . . Churchgate for the three months ended June 30, 2010 is given below: . . Shares Equity Capital post Buy-back* post Buy-back* . . Mumbai – 400 021 Mumbai - 400 020 . Promoters and/or persons 1,13,48,49,460 . ( Rs. crores) 52.02% 1,13,48,49,460 52.56% . . Contact Person for December 31, 2007 . who are in control and/or March 31, March 31, Three Months . persons acting with them 2009 2010 ended . . shareholders holding Equity . . Shares in physical form: (12 months) . Institutional Investors . (15 months) (12 months) June 30, 2010 . . Mr. Jayesh Mistry: } 63,86,47,073 29.27% . (Mutual Funds, Banks, . FI’s, FII’s) (Unaudited) . . Tel: +91-22-66056436 Total Income* 14,106.96 . 20,829.05 17,873.44 4,918.34 1,02,43,37,321 47.44% . Mr. Karl Sahukar Profit Before Taxation 2,146.33 . Others (Pvt. Corporate . 3,025.12 2,707.07 669.49 40,81,90,248 18.71% . . Tel: +91-22-66341288 Profit After Taxation & Before Exceptional item 1,743.12 . Bodies, Indian Public, . 2,500.71 2,102.68 521.18 . 13.4 The Buy-back of Equity Shares will be made only through the order matching mechanism except “all or none” order . Net Profit 1,925.47 . NRI’s/OCB’s) 2,496.45 . Total 2,202.03 533.21 . . 13.5 The Company may, from time to time commencing from August 23, 2010 place “buy” orders on the BSE and/or NSE to matching system. Equity Dividend (Total) 1,976.12 . . * Assuming that as a part of the2,18,16,86,781 1,634.51 1,417.94 n.a. 100.00% 2,15,91,86,781 100.00% . . Paid-up Equity Share Capital Reserves & Surplus 217.75 1,221.49 . Rs. 280/- for an aggregate amount deployed of Rs.630 crores. The shareholding, post Buy-back, may differ depending upon . . 217.99 218.17 . the actual number of Equity Shares bought back under the Buy-back. 1,843.52 2,365.35 Buy-back, 2,25,00,000 Equity Shares are bought back at the Maximum Buy-back Price of 218.21 n.a. . . Buy-back Equity Shares through the Brokers to the Offer, in such quantity and at such prices, not exceeding Rs. 280/- per Equity Share, as it may deem fit, depending upon the prevailing market price of the Equity Shares of the Net Worth 1,439.23 . . 6.3 There are no partly paid up shares or outstanding convertible instruments. 2,061.51 2,583.52 n.a. . . Company in the secondary market. The identity of the Company as a purchaser shall appear on the electronic screen Debt 88.53 . . 6.4 (a) The aggregate shareholding of Unilever PLC and its associates (hereinafter collectively referred to as “the Promoters”) . 13.6 whenEquity Shares of the the Company. traded in the compulsory demat mode under the trading code(s) 421.95 - n.a. . the order is placed by Key Ratios . . as on August 11, 2010 is 1,13,48,49,460 Equity Shares each of Re. 1/- constituting 52.00% of the Equity Share . . The Company are Basic Earnings per Share (Rs.) 8.73 . . Capital of the Company. Pursuant to the Buy-back of Equity Shares as proposed, and depending on the response . 11.46 10.10 2.44** . 13.7 ‘500696’ at BSE and ‘HINDUNILVR’ athold Equity Shares in electronic form and who desire to offer their Equity Shares NSE. Book Value per Share (Rs.) 6.61 . . to the Buy-back offer, the percentage holding of the Promoters would increase beyond the aforesaid percentage. . 9.46 11.84 n.a. . Beneficial owners, that is, persons who . Such an increase in the percentage holding of Promoters is consequential and indirect in nature and falls within the . under the Buy-back, would have to do so through their stock broker, who is a member of either BSE or NSE, whenever, Debt Equity Ratio 0.06 . . limits prescribed under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) . 0.20 - n.a. . the Company has placed a “buy” order for Buy-back of Equity Shares, by indicating to their broker the number of Equity Return on Capital Employed (%) 78.0 . . 107.5 *** 103.7 Regulations, 1997. n.a. . . Shares they intend to sell at the price at which the Company has placed the order. The trade would be executed at the Return on Net Worth (%) 80.1 . (b) No shares were either purchased or sold by the Promoters during the period of last twelve months preceding the date . 103.6 *** 88.2 n.a. price at which the order matches and that price would be the price for that offeror. The execution of the order, issuance * Total Income includes financial income ** . . of this Public Announcement. Not annualised (relates to 3 month period) . . of contract note, and delivery of stock to the member and receipt of payment would be carried out in accordance with *** Shown on an annual basis n.a.: not applicable . . (c) The Promoters and persons in control of the Company shall not participate in the Buy-back. . . the Stock Exchange and SEBI requirements. It may be noted that a uniform price would not be paid to all the offerors 4. NECESSITY FOR BUYBACK . (d) The aggregate shareholding of the Directors of the Company and Directors of the Promoters of the Company as on . . . the date preceding this Public Announcement is given in the following table. The Buy-back is proposed on account of the Company’s strong cash flow delivery and the accumulated cash being . 13.8 under the Buy-back andPhysical Mode:depend on theholding Equity the trade with that offeror was executed. the . Buy-back of Shares in the same would Shareholders price at which Shares in physical form can participate in more than what is needed to fund growth. The Buy-back is expected to : . Name of the Director . No. of Shares % holding as on PA date . . Buy-back through BSE and NSE in the manner specified below. . • reduce outstanding number of shares and consequently increase Earnings per Share over a period of time and . as on 12.08.2009 as on 11.08.2010 . . i. For the purpose of the Buy-back, BSE has created a separate scrip code 533226 for shareholders holding Equity enhance long term value creation ; . Mr. H. Manwani . 22,130 22,130 0.0010 . . Shares in the physical form. Registered Shareholders holding Equity Shares in the physical form can submit any • effectively utilise surplus cash ; and . Mr. Nitin Paranjpe . . Mr. Sridhar Ramamurthy • make the Balance Sheet leaner and more efficient to improve key ratios like Return on Net Worth, Return on Assets, 33,575 51,631 0.0024 . number of shares through their broker(s) under this scrip code. Kotak Securities Limited has been appointed as etc. . . Mr. Gopal Vittal 1,146 1,146 0.0001 . . broker to the Company for Buy-back of Equity Shares in the physical segment. 5. EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956 . . Mr. Pradeep Banerjee# 9,405 9,405 0.0004 . . ii. Registered Shareholders holding Equity Shares in the physical form who want to participate in the Buy-back through . As per the requirements of Sections 173(2) read with Section 77A and other applicable provisions of the Companies . Mr. Dhaval Buch## N.A 10,787 0.0005 . . the NSE can do so under the odd lot trading segment. . Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the Explanatory . Mr. D.S. Parekh Statement contains relevant and material information to enable the shareholders to consider and approve the Special 15,653 N.A - . . iii. The shareholder holding Equity Shares in the physical form would be required to contact his/ her broker, to submit Resolution on Buy- back of Company’s shares. . . Prof. C.K.Prahalad* 38,250 38,250 0.0018 . . physical shares under the Buy-back. The shareholder will be required to execute the share transfer deed(s) and attach the relevant share certificate(s) and hand over the complete set/documents to his/her broker for settlement . 1. The Company intends to acquire Equity Shares each of face value of Re. 1/- at a price not exceeding Rs. 280/- per . Mr. A. Narayan Nil Nil - . . within the timelines specified by his/her broker. The share transfer deed should have the date of presentation on . Mr. S. Ramadorai Equity Share (“Maximum Buy-back Price”) with the total aggregate amount to be expended not to exceed Rs. 630 Nil Nil - . . . Dr. R.A. Mashelkar crores which is within 25% of the Company’s fully paid-up Equity Share Capital and Free Reserves as per Audited Nil 35 - . . or after 10th July 2010( being the date of last book closure). Balance Sheet as on March 31, 2010. . . # Appointed as Director w.e.f. March 1, 2010 Nil Nil - . . iv. In case the Share transfer deed/s submitted are found to be invalid (date of transfer deed is outdated / signature on .* 2. The Board of Directors of the Company at its meeting held on June 11, 2010 approved, subject to the consent of the . Ceased to be a Director w.e.f. April 17, 2010 due to sad demiseCeased to be a Director w.e.f. March 1, 2010 ## . . the deed does not tally with the registrars records etc), the rules of good/ bad delivery norms of the exchange shall . Members of the Company, the proposal for Buy-back of Company’s shares in accordance with Article 169A of the . Articles of Association of the Company, subject to the provisions of Sections 77A, 77AA, 77B and all other applicable . 13.9 It may be and inter-alia Equity Shares bought back byask him/her to re-submitbe at a documents duly corrected. apply the shareholder’s broker may these . noted that all the Company may not uniform price. Orders for buying . . (e) None of the Directors of the Promoter Company hold any shares in the Company. (f) Except for Mr. Nitin Paranjpe, whose shareholding has increased on account of credit of the stock grants under the . provisions of the Companies Act, 1956, (hereinafter referred to as “the Act”) and the Securities and Exchange Board . back the Equity Shares will be placed by the Company at least once a week, in such quantity and at such prices, as . of India (Buy Back of Securities) Regulations, 1998 (hereinafter referred to as the “Buy-back Regulations”). . Employees Stock Grant Scheme of the Company, none of the above Directors have purchased or sold any shares . . it may deem fit, depending upon the prevailing quotations of Equity Shares on the Stock Exchanges subject to the . 3. The Buy-back is proposed to be implemented by the Company from the Open Market purchases through the BSE . in the Company during the past twelve months preceding the date of the Public Announcement. . . Maximum Buy-back Price. Such Buy-back orders shall be placed both in normal and physical/odd lot segments. The . and the NSE (hereinafter collectively referred to as “the Stock Exchanges”).(g) The Directors of the Company do not intend to participate in the Buy-back. . 7. SOURCES OF FUNDS: . . Company shall intimate the Stock Exchanges as well as the public through its newspapers advertisement from time 4. There will be no Buy-back from any persons through negotiated deals whether through the Stock Exchanges or . . to time intimating the quantity of Equity Shares purchased and amount utilised for the Buy-back as prescribed by the through spot transactions or through any private arrangement. . . The maximum amount, which the Company would require for the Buy-back is Rs. 630 crores. The Company has . . Buy-back Regulation. . sufficient cash balances to fund this Buy-back. The utilisation of these funds for the Buy-back would result in a reduction . 13.10The Company shall Buy-back Equity Shares until 5. The Buy-back is proposed on account of the Company’s strong cash flow delivery and the accumulated cash being . . more than what is needed to fund growth. The Buy-back is expected to: . in the treasury income, which the Company could have otherwise earned on investing the same in liquid assets. . . 8. BASIS OF OFFER PRICE: • reduce outstanding number of shares and consequently increase Earnings per Share over a period of time and . . . a) July 25, 2011 (i.e. 12 months from date of the Special Resolution passed by the shareholders of the Company via Postal Ballot); or enhance long term value creation ; • effectively utilise surplus cash ; and . . The Maximum Buy-back Price of Rs. 280/- has been arrived at taking into account the trends in the market price of the . . b) When the Company completes the Buy-back to the extent of authorised amount of Rs. 630 crores; or . Equity Shares of the Company during the last six months prior to the date of Board Meeting. The average closing market . . price of the Equity Shares in the last three calendar months prior to the Board Meeting on the BSE was Rs. 232.81 and . • make the Balance Sheet leaner and more efficient to improve key ratios like Return on Net Worth, Return on c) at such other earlier date as may be determined by the Board or Committee thereof, after giving notice for such earlier Assets, etc. . . . . on the NSE was Rs. 233.07. The Maximum Buy-back Price of Rs. 280/- is at a premium of approximately 20% over . 6. The aggregate Paid-up Share Capital and Free Reserves of the Company as on March 31, 2010 is 2,551.26 crores . closure. The Company will, however, complete the Buy-back of minimum of 56,25,000 shares, within the Maximum . the aforesaid prices. . 9. LISTING DETAILS AND STOCK MARKET DATA: and under the provisions of the Act, the funds deployed for Buy-back shall not exceed 25% of the Paid-up Capital . 14. METHOD OF SETTLEMENT: . Buy-back Price before announcing such earlier closure. . and Free Reserves of the Company. Accordingly, the maximum amount that can be utilised in the present Buy-back . 14.1 The Company will pay the Buy-back consideration to the respective Brokers to the Offer on or before every pay-in date . 9.2 The High, Low and Average market prices for the preceding three calendar years and monthly High, Low and Average . . 9.1 The Equity Shares of the Company are listed on BSE and NSE is Rs. 637.81 crores. The total aggregate amount proposed to be expended for the Buy-back is Rs. 630 crores, which . . . for each settlement, as applicable to BSE / NSE, through which exchange the transaction was executed. is within the maximum amount as aforesaid. Further, under the Act, the number of Equity Shares that can be bought . . market prices for the six months preceding the date of this Public Announcement and their corresponding volumes on . 14.2 The beneficial owners, that is, persons who hold shares in electronic form would be required to transfer the number of back during the financial year shall not exceed 25% of the Paid-up Equity Shares of the Company. Accordingly, the . . . BSE and the NSE: maximum number of Equity Shares that can be bought back cannot exceed 54,54,21,695 Equity Shares being 25% . . shares sold, in favour of the broker through whom the trade was executed, by tendering the delivery instruction to their . Bombay Stock Exchange Limited: of 2,18,16,86,781 Equity Shares each of face value of Re. 1/- as per Audited Balance Sheet as on March 31, 2010. . . . respective depository participant (“DP”) for debiting their beneficiary account maintained with the DP and crediting the . Month/ Year High Price Date & No of shares traded Low Price Date & No of Average 7. The maximum Buy-back price of Rs. 280/- has been arrived at taking into account the trends in the market price of . Volume . . same to the brokers’ pool account as per procedure applicable to normal secondary market transaction. Shareholders . the Equity Shares of the Company during the last six months prior to the date of Board Meeting. The average closing (Rs) on the day of high price (Rs) shares traded Closing (Number of . holding shares in physical form would present the share certificate(s) along with valid transfer deed(s) to their respective . market price of the Equity Shares in the last three calendar months on the BSE was Rs. 232.81 and on the NSE was . on the day of Price Equity Shares . . brokers through whom the trade was executed. . Rs. 233.07. The Maximum Buy-back Price of Rs. 280/- is at a premium of approximately 20% over the aforesaid . 2007 low price (Rs) traded) . 14.3 The Company has opened a depository account styled “HINDUSTAN UNILEVER LIMITED”. The Equity Shares bought . prices. . 230.40 September 26, 2007 166.00 March 7, 2007; 203.12 168,607,841 . back in electronic form would be transferred into the aforesaid account by the Brokers to the Offer, on receipt of the Equity . 8. The Resolution seeks to authorise the Board to Buy-back Company’s shares upto 25% of the Paid-up Share Capital . 786,706 342,318 . . Shares and after the completion of the clearing and settlement mechanism of BSE and NSE. The ISIN of the Company . 2008 134,881,302 . and the number of Equity Shares to be bought back by the Company will be within the limits as aforesaid. The funds . . 267.00 December 19, 2008; 700,712 required for the Buy-back will be drawn out of the Share Premium Account and / or Free Reserves of the Company. 170.00 January 22, 2008; 232.67 . is INE030A01027. . 14.4 The Company shall complete the verification of shares accepted in physical mode within 15 days of the relevant pay- . 2009 December 22, 2008; 320,623 9. The actual reduction in outstanding number of shares would depend upon the price at which the shares are bought 619,758 . . . 306.00 back as well as the total number of shares available for purchase. However, assuming the shares are purchased July 28, 2009; 210.70 March 9, 2009; 258.41 105,657,202 .. out dates of the Exchanges. The Company shall extinguish and physically destroy the security certificates so bought . at the maximum price (Rs. 280/-) and that the Company would be in a position to successfully purchase shares for . February 2010 248.00 4,353,591 961,096 . . back in the presence of the Company's Registrar and Share Transfer Agents or the Merchant Banker and the Statutory . an amount of Rs. 630 crores as approved by the shareholders, the total number of shares that would be purchased . February 1, 2010; 225.15 February 5, 2010; 236.31 6,662,906 . . Auditor within 15 days of the date of acceptance of the Equity Shares. In case the Equity Shares bought back are in in terms of the approval of the shareholders would be approximately 2,25,00,000 Equity Shares and the outstanding . March 2010 606,420 662,772 . dematerialised form the same will be extinguished in the manner specified in Securities and Exchange Board of India shares would accordingly reduce to that extent. . . 244.35 March 8, 2010; 218.10 March 15, 2010; 232.96 8,118,900 . . (Depositories and Participants) Regulations, 1996 and the bye-laws framed there under. The details of the Equity Shares . 10. a. The aggregate shareholding of Unilever PLC and its associates (hereinafter referred to as “the Promoters”) as . April 2010 382,548 1,047,070 . . extinguished would be notified to all the stock exchanges on which the Equity Shares are listed and to the Securities on the date of the Notice is 1,13,48,49,460 Equity Shares of face value of Re. 1/- each constituting 52.02% of . 243.20 April 27, 2010: 1,048,714 220.70 April 9, 2010 230.94 6,847,073 . . the total Equity Share Capital of the Company. Pursuant to the Buy-back of Equity Shares as proposed, and . May 2010 and April 28, 2010: 298,693 444,992 and Exchange Board of India . 14.5 The Company will extinguish allas per the provisions of the Buy-back 7 days of the last date of completion of Buy-Back. . Regulations. . depending on the response to the Buy-back offer, the percentage holding of the Promoters would increase . 243.00 May 18, 2010; marginally. Such an increase in the percentage holding of Promoters is consequential and indirect in nature and 225.25 May 10, 2010; 234.43 4,151,566 . 15. COMPLIANCE OFFICER: the Equity Shares bought back within . . . June 2010 falls within the limits prescribed under the Securities and Exchange Board of India (Substantial Acquisition of 113,492 180,219 . . Mr. Dev Bajpai, Hindustan Unilever Limited, Unilever House, B D Sawant Marg Chakala, Andheri (E), Shares and Takeovers) Regulations, 1997. . . 273.45 June 24, 2010; 232.40 June 1, 2010; 255.83 7,550,879 . . 16. INVESTOR SERVICE CENTRE: 2557/3983 2358; Fax: 022-28249457 Email:firstname.lastname@example.org Mumbai – 400 099; Tel: 022- 3983 . July 2010 b. No shares were either purchased or sold by the Promoters during the period of six months preceding the date of 698,328 84,110 . the Board Meeting at which the proposal for Buy-back is approved.. . 273.50 July 2, 2010; 249.90 July 30, 2010; 262.40 3,782,358 . . In case of any queries, the Shareholders/Beneficial owners may contact at the following address on any working c. The Promoters will not participate in the Buy-back. . . Aug 1, 2010 to 265.00 251,651 98,920 . . day (except Saturdays, Sundays & Public Holidays) during the business hours: . . Aug 11, 2010 August 11, 2010; d. The aggregate shareholding of the Directors of the Company as on date of the Notice is given in the following table. 251.10 August 2, 2010; 256.20 1,359,289 . . Hindustan Unilever Limited, Investor Service Department,165/166, Backbay Reclamation, Mumbai-400020 Name of the Director . No. of Shares % holding 216,052 110,902 . as on 1.12.2009 . National Stock Exchange of India Limited: . as on 11.6.2010 as on 11.6.2010 . . Tel: 022-22855633 / 22850546; Fax: 022-22855633 Email: email@example.com Mr. Harish Manwani 22,130 . Month/ Year High Price Date & No of shares traded Low Price Date & No of Average Volume . 22,130 0.0010 . 17. MANAGER AND ADVISOR TOat theBUYBACK: or with the Compliance Officer . THE address mentioned above. Mr. Nitin Paranjpe 37,975 . . 41,731 (Rs) on the day of high price 0.0019 (Rs) shares traded Closing (Number of . . The Company has appointed HSBC Securities and Capital Markets (India) Private Limited as Manager and Advisor . on the day of Price Equity Shares . Mr. Sridhar Ramamurthy 1,146 . . 1,146 0.0001 low price (Rs) traded) . . to the Buy-back. . 2007 696,735,413 . Mr. Gopal Vittal 9,405 9,405 0.0004 Mr. Pradeep Banerjee# 10,787 . . 10,787 229.90 September 26, 2007; 0.0005 2,884,558 165.05 February 28, 2007; 203.3 3,696,108 . . Mr. Dhaval Buch## 18,403 . 2008 . 18,403 267.80 0.0008 December 19, 2008; 169.00 January 22, 2008; 232.8 728,373,419 . . Mr. Deepak Parekh 38,250 . . 38,250 0.0018 3,802,328 3,751,328 . . . 2009 860,448,523 . HSBC Securities and Capital Markets (India) Private Limited Prof. C. K. Prahalad* Nil . . Nil 306.70 n.a. July 27, 2009; 11,347,305 210.85 March 9, 2009; 8,065,466 258.7 . . Contact: Mr. Jai Bhatia/ Mr. Sumit Roy, 52/60 M.G. Road, Fort, Mumbai – 400 001 Mr. Aditya Narayan Nil Nil . February 2010 247.35 n.a. . Mr. S. Ramadorai Nil . . Nil February 22, 2010; n.a. 227.00 February 5, 2010; 236.47 52,239,260 . 18. SHAREHOLDER CLARIFICATIONS: : +91 22 2263 1984 Email: firstname.lastname@example.org . Phone : +91 22 2268 1533 / 1262 Fax Dr. R. A. Mashelkar Nil . . March 2010 Nil n.a.2,280,787 4,345,866 . . Any clarifications relating to the Buy-back can be directed to the Manager to the Buy-back and/or to the Compliance # Appointed as Director w.e.f. March 1, 2010 . ## . 244.70 March 8, 2010; Ceased to be a Director w.e.f. March 1, 2010 2,970,886 218.00 March 15, 2010; 233.38 6,329,071 72,186,157 . . Officer to the Buy-back. * Ceased to be a Director w.e.f. April 17, 2010 due to sad demise . April 2010 n.a.: not applicable . 244.00 April 28, 2010; 220.70 April 9, 2010; 231.12 62,543,283 . 19. DIRECTORS’ RESPONSIBILITY: . . None of the Directors of the Promoter Company are holding any shares of the Company . 2,948,610 2,420,707 . . The Board of Directors of the Company accepts responsibility for the information contained in this Public Announcement. . May 2010 e. Except for Mr. Nitin Paranjpe, whose shareholding has increased on account of credit of the stock grants under . 257.00 May 10, 2010; 226.25 May 25, 2010; 234.64 35,449,776 . . . the Employees Stock Grant Scheme of the Company, none of the above Directors have purchased or sold any . June 2010 shares in the Company during the period of six months preceding the date of Board Meeting at which buy back 1,103,808 1,202,978 . . For and on behalf of Board of Directors of was approved, namely June 11, 2010. . . 274.35 June 24, 2010; 232.35 June 1, 2010; 255.91 50,050,871 . . Sd/- Hindustan Unilever Limited . f. The Directors of the Company do not intend to participate in the Buy-back. . July 2010 5,356,066 1,042,836 . . Nitin Paranjpe Sd/- Sd/- . . 273.50 11. As required under the Act, the ratio of the debt owed by the Company would not be more than twice the Share CapitalJuly 2, 2010; 249.60 July 30, 2010; 262.54 32,892,701 . Managing Director and CEO . Sridhar Ramamurthy Executive Director – Finance & IT Dev Bajpai Executive Director – Legal and Free Reserves after the Buy-back. . Aug 1, 2010 to 265.20 1,734,300 1,941,787 . . . Aug 11, 2010 12. As per the provisions of the Act, the Special Resolution passed by the shareholders approving the Buy-back will August 11, 2010; 250.00 August 2, 2010; 256.41 9,548,987 . . Place: Mumbai and Chief Financial Officer and Company Secretary . . (Source: BSE and NSE) be valid for a maximum period of twelve months from the date of passing of the said Special Resolution. Subject 1,939,262 1,131,419 . . Date: August 11, 2010 . to the maximum price for Buy-back and maximum validity period of twelve months, the time-frame and the price .