Unilever Annual Report and Accounts 2022

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and Accounts 2022 (the ESEF Format). The Annual Report and Accounts 2022 in ESEF
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Certain sections of the Unilever Annual Report and Accounts 2022 have been audited.
These are on pages 150 to 205, and those parts noted as audited within the Directors’
Remuneration Report on pages 109 to 131.

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Delivering sustainable
business performance

Unilever Annual Report


and Accounts 2022
In this report
Strategic Report

About Unilever Review of the Year Our Performance Our Principal Risks

2 Unilever at a glance 6 Chair’s statement 52 Financial performance 67 Principal risks


4 The Unilever Compass 8 Chief Executive 52 Unilever Group 67 Risk management
Strategy for Sustainable Officer’s statement performance approach
Growth 10 Group Financial Review 53 Business Group 68 Principal risks
12 Business Group Review performance 76 Viability statement
12 Beauty & Wellbeing 54 Additional financial
disclosures
15 Personal Care
60 Non-financial
18 Home Care performance
21 Nutrition 60 Improve the health of
24 Ice Cream the planet
27 Our People & Culture 61 Improve people’s health,
30 Planet & Society confidence and
wellbeing
35 Climate Transition
Action Plan: Annual 61 Contribute to a fairer
Progress Report and more socially
inclusive world
42 Task Force on Climate-
related Financial 62 Additional non-financial
Disclosures statement disclosures

Governance Report Financial Statements

Running a responsible and effective business Our full financial results and notes for the year

78 Chair's Governance statement 134 Statement of Directors' responsibilities


80 Board of Directors 135 KPMG LLP's Independent Auditor's Report
82 Unilever Leadership Executive (ULE) 150 Consolidated financial statements Unilever Group
84 Corporate Governance statement 154 Notes to the consolidated financial statements
95 Report of the Nominating and Corporate 206 Company Accounts Unilever PLC
Governance Committee 209 Notes to the Company Accounts Unilever PLC
100 Report of the Audit Committee 214 Group Companies
105 Report of the Corporate Responsibility Committee 225 Shareholder information – Financial calendar
109 Directors' Remuneration Report 226 Additional Information for US Listing Purposes

Online About this Annual Report

You can find more information about Unilever online at Unilever Annual Report and Accounts 2022
This document is made up of the Strategic Report, the Governance Report, the
www.unilever.com Financial Statements and Notes, and Additional Information for US Listing
Purposes. The Unilever Group consists of Unilever PLC (PLC) together with the
companies it controls. The terms ‘Unilever’, the 'Company', the ‘Group’, ‘we’, ‘our’
For more about our sustainability activities and and ‘us’ refer to the Unilever Group.
Our Strategic Report, pages 1 to 76, contains information about us, how we create
performance visit
value and how we run our business. It includes our strategy, business model,
market outlook and key performance indicators, as well as our approach to
www.unilever.com/planet-and-society sustainability and risk. The Strategic Report is only part of the Annual Report and
Accounts 2022. The Strategic Report has been approved by the Board and signed
on its behalf by Maria Varsellona – Chief Legal Officer and Group Secretary.
Our Governance Report, pages 77 to 131, contains detailed corporate governance
The Unilever Annual Report and Accounts 2022 (and the information, our Committee reports and how we remunerate our Directors.
Additional Information for US Listing Purposes) along with Our Financial Statements and Notes are on pages 133 to 213.
other relevant documents can be downloaded at Pages 133 to 225 constitute the Unilever Annual Report and Accounts 2022, which
we may also refer to as ‘this Annual Report and Accounts’ throughout this
www.unilever.com/investors/annual-report-and- document.
accounts The Directors’ Report of PLC on pages 2 to 4, 6 to 34, 39 to 42, 62 to 64, 70 to 71, 78
to 108, 110 to 112, 167, 172, 186-192, 195, 204, 224 to 225, 228 and 233 has been
approved by the PLC Board and signed on its behalf by Maria Varsellona – Chief
References to information on websites in this document are Legal Officer and Group Secretary.
included as an aid to their location and such information Pages 226 to 235 are included as Additional Information for US Listing Purposes.
is not incorporated in, and does not form part of, this
document. Any website is included as an inactive textual
link only.
Unilever is one of the world’s largest consumer goods
companies with a portfolio of leading purposeful
brands, an unrivalled presence in future growth
markets, and a determinedly commercial focus as
a sustainable business.
We are creating value for our multiple stakeholders
through the clear investment choices we have made in
our Compass strategy which, along with our step-up in
operational excellence, are improving the consistency
and competitiveness of our performance.
2022 has been a year of significant change for Unilever.
Our new Compass Organisation is designed to make us
faster and simpler, more category-focused, and more
accountable as a team.
This Annual Report tells the story of 2022 through our
five new Business Groups. It is a story of strong growth
as we build towards our vision of demonstrating that
sustainable business delivers winning performance.

2022 financial highlights


Turnover Operating margin Dividends paid

€60.1bn 17.9% €4.3bn


2021: €52.4bn 2021: 16.6% 2021: €4.5bn

Underlying sales Underlying


(a) (a) (a)
growth operating margin Free cash flow

9.0% 16.1% €5.2bn


2021:4.5% 2021:18.4% 2021: €6.4bn
For more details, see our Group Financial Review on pages 10 to 11.
(a) Underlying sales growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these measures, and the
reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP measures
on pages 54 to 59.
Unilever at a glance
We are home to 400+ brands – and proud that around
3.4 billion people use our products every day.

How we create value through our business model

Our multi-stakeholder business model recognises the importance of the relationships


and resources that we depend on across our value chain – from the ingredients
we source to the products we sell in over 190 countries.

Powered by
our people 127,000 No1
Our diverse and talented people Employees in around FMCG employer of choice
are the heartbeat of Unilever –
when they thrive, our business
100 countries for graduates and early
thrives. We have created a career talent in 16 out of
high-performance growth our 20 biggest markets
culture which is human,
purposeful and accountable.

Cutting-edge
insights 1.5bn+ 3m
Consumer and customer insights Consumer data Consumers engaged
are the lifeblood of our business.
We use technology and data to
touchpoints delivering annually through our
understand how people live, buy 300m+ personalised engagement platforms
and use our products, giving us digital experiences
a competitive edge.

Impactful
innovations €908m €1.7bn
Our team of passionate Spend on Research and Incremental turnover
scientists and researchers create
innovations behind the products
Development from innovations
and experiences our consumers
love, which in turn drives growth
for our business.

2 Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
Resilient supply
chain 52,000 €41.3bn
We source ingredients and raw Suppliers we work with Spend on raw materials
materials from over 150 countries.
Working in partnership with our
and services
suppliers is critical to our future
growth and sustainability
performance.

World-class
manufacturing 280 -68%
Our factories are the engine Factories operated Reduction in GHG
room of the business, where our (a)
products are made – and where
by Unilever emissions from energy
we prioritise above all else safety, and refrigerant use
quality and sustainability. in our operations
since 2015

Agile customer
operations 500 25m
Our customer operations team Logistics warehouses Customer orders
coordinates distribution and
logistics to ensure that products
occupied by Unilever processed annually
leave our factories and
warehouses, and find their way to
the many millions of customers
who sell them – in-store and
through digital channels.

Effective and
purposeful
marketing €7.8bn 14
We invest in marketing and Spend on Brand and Unilever brands in the
advertising to make our brands
memorable and appealing.
Marketing Investment top 50 most chosen
(b)
Our research shows that brands FMCG brands globally
with purpose, coupled with All numbers relate to 2022 reporting period.
(a) We also work with approximately 1,000
product superiority, can unlock collaborative third-party manufacturing sites (b) Based on market penetration and
accelerated growth. to meet changing consumer demand consumer interactions (Kantar Brand
(including 82 dedicated to Unilever). Footprint report 2022).

Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever 3
The Unilever Compass Strategy
for Sustainable Growth

Our Vision is to deliver Our Financial Framework


winning performance by Consistent and competitive
being the global leader growth driving top tier
in sustainable business. Total Shareholder Return.

Where to play
Build a high growth portfolio across five Business Groups

Beauty & Wellbeing* Personal Care Home Care Nutrition Ice Cream

Win with our brands, powered by superior products, innovation and purpose
Win with
Improve people’s Contribute to a
differentiated Improve the health
health, confidence fairer, more socially
science & of the planet
and wellbeing inclusive world
technology

Accelerate in key markets


USA, India Leverage emerging
and China market strength

Lead in the channels of the future

Accelerate digital Win with top Drive category


commerce customers value

* Including Prestige Beauty and Health & Wellbeing

How to win
Operational Excellence A growth-focused
Global Leader in
through the 5 Growth and purpose-led
sustainable business
Fundamentals organisation and culture
Drive climate action Drive greater category focus
Purposeful brands
to reach net zero and expertise
Reduce plastic as part Leverage power of
Improved penetration
of waste-free world Unilever-wide capabilities
Regenerate nature Unlock speed and agility of a
Impactful innovation
and agriculture digitally enabled organisation
Raise living standards Be a beacon for equity,
Design for channel
in our value chain diversity and inclusion

Fuel for growth

4 Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever
Our Compass Organisation
Unilever Corporate Centre
A lean global ‘One Unilever’ team which sets global strategy, provides functional
expertise and sets standards across all Business Groups and Business Units.

Beauty & Wellbeing See pages 12-14

Purpose. Science. Desire. Key categories:


€12.3bn 20% 24% Hair Care
Health & Wellbeing
Turnover of Unilever of Unilever
Prestige Beauty
turnover underlying
Skin Care
operating
profit

Personal Care See pages 15-17

Asserting our Leadership. Key categories:


€13.6bn 23% 28% Deodorants
Oral Care
Turnover of Unilever of Unilever
Skin Cleansing
turnover underlying
operating
profit

Home Care See pages 18-20

Clean Home. Clean Planet. Clean Future. Key categories:


€12.4bn 21% 14% Fabric Cleaning
Fabric Enhancers
Turnover of Unilever of Unilever
Home & Hygiene
turnover underlying
Water & Air
operating
profit

Nutrition See pages 21-23

A World-class Force for Good in Food. Key categories:


€13.9bn 23% 25% Dressings
Functional Nutrition
Turnover of Unilever of Unilever
Healthy Snacking
turnover underlying
Plant-Based Meat
operating
Scratch Cooking Aids
profit
Tea

Ice Cream See pages 24-26

Happy People, Happy Planet, Key categories:


Winning Smiles.
€7.9bn 13% 9% Ice Cream (in-home
and out-of-home)
Turnover of Unilever of Unilever
turnover underlying
operating
profit

Unilever Business Operations


The operational backbone of Unilever which combines our supply chain expertise, technology and enterprise
services to transform the way our business operates and how it is experienced by our customers and consumers.
Business Operations aims to be a powerhouse of excellence in processes, execution and digital capability that enables
our Business Groups to win through cost-efficient, resilient, user-centric and sustainable operations.

Unilever Annual Report and Accounts 2022 | Strategic Report – About Unilever 5
Chair's statement
Consumer healthcare – another accelerating category – is also
an area of keen interest. Our exchanges at the beginning of
last year with GSK and Pfizer about acquiring their consumer
healthcare arm have been well documented and commented
upon. Investors let it be known that they would not welcome a
move of that size or scale. The Board listened carefully to the
concerns and made clear that we do not intend to pursue any
large-scale acquisitions in the foreseeable future.
Instead, we have continued to follow our strategy of building
Unilever’s presence in consumer healthcare through bolt-on
acquisitions and organic growth. Good progress was made
on both fronts last year. Our Health & Wellbeing business
continued to deliver strong organic growth, but was also
complemented during the year by the acquisition of Nutrafol,
a leading hair wellness brand. Members of the Board were
Nils Andersen pleased to meet with the founders of Nutrafol in New York last
Chair summer and were encouraged to hear first-hand about the
exciting potential the brand has for expansion.

Performance Like Prestige Beauty, Health & Wellbeing is now a €1 billion+


business, enjoying double-digit growth. As such, these
Unilever delivered a very good all-round performance in two relatively new businesses are making a meaningful
2022, among the best in the consumer goods sector. Top-line contribution to Unilever’s turnover. They show what can
growth was strong, in a very challenging macroeconomic be achieved in attractive sectors of the market through a
environment, with underlying sales up by 9.0%. judicious mix of selective acquisitions and good organic
growth. This approach is serving Unilever well and will continue
The decision to introduce price increases responsibly, but
to guide the Company’s portfolio strategy.
early, in the wake of record high input cost inflation proved
to be strategically correct. It enabled the Company both to
protect the overall shape of its performance and continue to New Compass Organisation
invest in the long-term drivers of growth, including – very
Last year saw a complete redesign of Unilever’s organisational
importantly – brand and marketing investment and R&D.
model. The move away from an increasingly complex matrix
The relatively limited impact of such significant price increases structure to a more agile and accountable model based
on the volume of Unilever’s sales is a measure of how well the around five Business Groups – with responsibility for
Company’s brands are regarded by consumers around the developing strategy and delivering results – was strongly
world. It also reflects the operational excellence shown by the supported by the Board.
Company’s supply chain and sales force operations.
This new Compass Organisation represents a major change
On the bottom line, underlying operating profit improved to the way the Company operates. It has the potential to
slightly to €9.7 billion, despite a decline in operating margin make Unilever a simpler and more transparent business, more
as a result of the very large increases in material inflation, expert in its categories and more responsive to fast-changing
not all of which could be offset by increased prices and market dynamics.
higher savings.
The speed and professionalism with which such a large-scale
As part of our commitment to deliver shareholder value, we – and potentially unsettling – change was introduced is a
announced in 2022 a €3 billion share buyback programme, tribute to all those concerned. To have made the change while
to be completed over the course of 2022 and 2023. The first keeping the business operating and performing at a time of
two tranches were delivered during 2022, worth a total of huge market volatility adds to the sense of achievement.
€1.5 billion. We also continue to offer shareholders a consistent
While it will take time to fully bed down – and will inevitably
and attractive dividend, with a total of €4.3 billion paid out in
continue to evolve – the Board is confident that the new
dividends in 2022.
organisation provides a strong and enduring base on which
The world hasn’t got any easier to navigate since the Unilever can move forward. We were pleased to see how well
challenges of the Covid pandemic and the results for 2022 are the new organisation is working in practice during a visit at
testament to Unilever’s resilience and to the strength and the end of last year to South East Asia. Board members spent
quality of its brands. time in Singapore, Indonesia and Vietnam, reviewing the
businesses there with the heads of the five regional Business
Portfolio transformation Units. The increased speed of decision-making – and the
energy this is releasing within the business – was very
The strategic focus over recent years on Unilever’s core brands, apparent.
priority markets and key channels has contributed significantly
South East Asia is an important region for Unilever and so
to the step-up in performance. The improvement is also a
the Board was reassured not only to see how well the new
measure of the actions taken to sharpen Unilever’s portfolio.
organisation is working, but also how strongly the region itself
Over the last five years, 17% of the Company’s portfolio of
is bouncing back after the challenges of recent years. During
brands has been rotated out of slower growing categories
our time in Singapore – one of Unilever’s main strategic hubs
and into newer and expanding parts of the market.
– we also reviewed the global Business Units helping to
The completion last year, for example, of the sale of the Tea support and drive Unilever’s growth. This included Unilever
business to CVC Partners is helping to transform the growth International, an export-driven business which in just ten years
profile of Unilever’s Nutrition business, allowing for an even has become one of the Company’s fastest-growing units,
stronger focus on Scratch Cooking Aids and Dressings, and on generating sales of more than one billion euros a year.
building the Company’s presence further in the fast-growing
area of plant-based foods.

6 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Board composition and succession Looking ahead
In July, we were pleased to welcome to the Board, Nelson Peltz, It is clear that 2023 is going to be another challenging year
whose Trian Partners investment firm is one of Unilever’s top for the world economy, with the very real prospect of a global
ten shareholders. Nelson has also joined the Compensation recession. We don’t know exactly what impact this will have
Committee. on consumer spending, but we need to be ready. That means
continuing to price responsibly and expertly, while also being
A business figure of international repute, Nelson brings a
sure to manage the necessary trade-offs between pricing,
wealth of experience to Unilever, particularly in consumer
operating margin and competitiveness.
goods, where he has served on the boards of many of the
sector’s leading companies. The Company met this challenge well in 2022 and the Board
is confident that Unilever has the resilience to ride out these
In September, our CEO Alan Jope, announced his intention to
inflationary storms and emerge stronger. The priority in 2023
retire from Unilever in 2023 after 38 years with the business,
will be to drive organic top-line growth, while continuing to
nearly a third of them spent on the Unilever Leadership
invest competitively behind the Company’s world-leading
Executive. Alan has given wonderful service and leadership
brands. The recent sharpening of the strategy and the changes
to Unilever during an exemplary career and the Board has
to the organisational structure will certainly stand the business
thoroughly enjoyed working with him.
in very good stead.
After an extensive global search, we were delighted to
The extraordinary events of the last few years have presented
announce that Hein Schumacher will become the new CEO
enormous challenges in running a business operating in every
of Unilever from 1 July 2023. Hein is currently CEO of Royal
corner of the globe. The Board is grateful to the management
FrieslandCampina, the global dairy and nutrition business.
team for the very capable way in which they have led the
Since October 2022, Hein has also served as Non-Executive
business through this tumultuous period, and we are full of
Director on the Unilever Board, following a search process
admiration for the Company’s 127,000 employees, who –
that originally began in 2021.
despite the challenges – have delivered a strong year for
Hein has an excellent track record of delivery in the global Unilever and its stakeholders.
consumer goods industry. He brings exceptional strategic
capabilities, proven operational effectiveness, and strong
experience in both developed and emerging markets. The
Board is looking forward to working with him as CEO as we Section 172 statement
work to realise the full potential of Unilever to the benefit
of all our stakeholders. Under Section 172 of the UK Companies Act 2006 (‘Section
172’) directors must act in the way that they consider, in
good faith, would be most likely to promote the success
of their company. In doing so, our Directors must have
regard to stakeholders and the other matters set out in
Section 172. Pages 62 to 63 and 87 comprise our Section
172 statement. Pages 62 to 63 of our Strategic Report
identifies our key stakeholders and provides examples of
how the business engaged them during 2022, with cross
references to the Review of the Year section for more
detail. Page 87 of our Governance Report details how our
Directors have taken steps to understand the needs and
priorities of these stakeholders when setting Unilever’s
strategy and taking decisions concerning the business,
including by direct engagement or via their delegated
committees and forums. The relevance of each
stakeholder group may vary depending on the matter
at hand.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 7
Chief Executive Officer's statement
Importantly, growth was broad-based across our five Business
Groups. It was driven by a strong performance from our
biggest brands. With the addition last year of Lifebuoy and
Comfort, we now have 14 brands with a turnover of more than
one billion euros. Together these brands grew 10.9% last year
and now represent a healthy 53% of Unilever’s business.
We also benefited from our strong presence in emerging
markets, which experienced a resurgence after the challenges
of recent years. Although some markets, like Indonesia,
remained under pressure and China continued to be held
back by prolonged Covid lockdowns, in aggregate our
emerging market businesses grew 11.2%. This included strong
performances in the Unilever heartlands of South Asia, South
East Asia, and Latin America.
On profitability, despite the huge increase in our total costs
– only three-quarters of which was recovered through pricing –
Alan Jope we delivered an underlying operating margin of 16.1%, in line
Chief Executive Officer with our guidance. Our absolute underlying profit was up
slightly, to €9.7 billion. Free cash flow was €5.2 billion – a very
Q. 2022 was a very volatile year for the world robust performance in the circumstances.
economy. How did this impact Unilever’s
business? Q. As you look back, what were you most
encouraged about in 2022 and what didn’t go as
I would characterise 2022 as another volatile year, following
two extraordinary years in 2020 and 2021. Indeed, it was well as you would have hoped?
instructive to see one renowned dictionary, Collins, declare We delivered a strong set of results in 2022, but it is the quality
‘permacrisis’ to be word of the year in 2022, defined as ‘an – and consistency – of our performance that gives most cause
extended period of instability and insecurity’. for encouragement, and in particular the extent to which it
Certainly, the evidence of instability was all around us. reflects our strategic choices. Under the Unilever Compass
Lockdowns arising from the Covid pandemic continued to for Sustainable Growth (pages 4 to 5), we have set out the
cast a pall over parts of the world, notably China, home to categories, brands, markets and channels that are key to
Unilever’s third-largest business. The damage and disruption Unilever’s success and which we are prioritising for investment
from the effects of climate change reached new levels. and growth.
According to one report, 10 climate-related disasters each In each case, we are making real headway. For one, we
caused more than $3 billion of damage. And the Russian have a stronger, sharper portfolio. Recent acquisitions and
government’s brutal and senseless invasion of Ukraine not disposals have helped to position Unilever more effectively
only brought war to Europe – and untold suffering to the in faster-growing parts of the market, including in Prestige
people of Ukraine – but also amplified an emerging global Beauty and Health & Wellbeing. Our top brands are in great
energy crisis. shape, growing well above the Unilever average and at rates
The most obvious – and damaging – economic consequence not seen for many years. Our three biggest markets – the US,
of these events for Unilever was soaring material costs, stoking India and China – performed well in very different market
inflation to levels not seen since the 1980s. Unilever’s own conditions. And under our channel strategy, we are capturing
material cost inflation reached €4.3 billion in 2022 – more than more than our share of the explosion in digital commerce,
twenty times what we would normally expect to see. At a time which now represents 15% of Unilever’s business and grew last
when consumers are under huge strain, increasing prices to year by 23%. In short, the Unilever Compass for Sustainable
cover such a large spike in costs needs to be done sensitively, Growth is proving to be a winning strategy, one that is backed
and responsibly. Pricing also needs to be complemented with up, operationally, by a considerable step-up in the quality of
higher levels of productivity savings and efficiencies, thereby our execution in the marketplace.
protecting the Company’s ability to invest in growth. Despite In terms of what could have gone better, the leaking of private
the uncertainties of the last year, I do believe we struck the exchanges with GSK and Pfizer about a potential acquisition of
right balance when it came to managing pricing, savings, their consumer healthcare business perturbed many investors,
and investment. who questioned the size and timing of a deal. Even though we
moved on quickly from the episode – ruling out large-scale
Q. Given this backdrop, how do you assess the acquisitions for the foreseeable future – we recognise that
Group’s performance in 2022? rebuilding confidence among shareholders takes time. We are
committed to doing that and have engaged extensively with
Overall, it was a strong performance. Growth was our number investors over the last year on how we intend to drive value
one priority and we delivered Unilever’s fastest rate of growth through changes to our portfolio and organisation, as well as
for many years, with underlying sales up 9.0%. Although this through an increased focus on operational execution.
was driven by strong pricing action – with price growth of 11.3%
– the impact on volume growth was modest (down 2.1%). This Q. Last year saw the revamping of Unilever’s
speaks to the strength of our brands, as well as to the quality
of our execution in the markets, something we have worked organisational model. What impact do you
hard to step-up over recent years. expect the new Compass Organisation to have
Our strong underlying performance, combined with the impact on business performance?
of currency movements (+6.2%), meant Unilever’s turnover was The scale of the change introduced last year is hard to
up by 14.5%, crossing €60 billion for the first time. overstate. This was the biggest shake-up in Unilever’s way of
operating for many years. It was driven by the recognition that

8 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
competing in today’s fast-paced and fragmented marketplace ■ On risk, for a business whose operations are reliant on water
– where consumers have more choice and higher expectations – and where nearly 40% of manufacturing sites are in water-
– demands greater levels of category expertise and stressed areas – it makes business sense to have water
responsiveness. stewardship programmes in the most affected areas, like
Our five Business Groups are the centrepiece of the new India, where 1.9 trillion litres of water have already been
organisation. They are: Beauty & Wellbeing, Personal Care, conserved.
Home Care, Nutrition, and Ice Cream. These are each sizeable ■ And, finally, on talent, internal surveys show that our
businesses, catering to distinct consumer and customer needs commitment to purposeful business is a key factor in why
and operating in very different channels. The Business Groups high-performing people stay with the Company. It also
have the freedom to set their own strategies and allocate helps to explain why we are the industry employer of choice
resources, bringing new levels of speed and focus to the way in 16 of our top 20 markets.
Unilever operates.
To strengthen the business case further and provide greater
Crucially, the model is also founded on leveraging the power
focus to our sustainability efforts, we have called out four
and scale of ‘One Unilever’ through our highly skilled Unilever
areas that will define our corporate priorities in the period
Business Operations team – the systems backbone of the
ahead: accelerated action on climate change; reducing our
Company – as well as through the expertise provided by a lean
plastic footprint; regenerating nature and agriculture; and
Corporate Centre.
raising living standards in our value chain, including through
It is still early days. We are a few months into a transformation the implementation of a living wage. See pages 32 to 41 for
that will take place over two years. However, there is a lot further details of our progress.
of enthusiasm for the changes among our increasingly
While increasing numbers of people acknowledge the
empowered teams. There are also many examples (featured in
correlation between sustainable business and improved
other parts of this report) of faster and more effective decision-
performance, some are yet to be convinced. The onus remains
taking. We are also delighted that the business performed very
firmly on us to go on making the case and demonstrating the
well in the quarters leading up to, and immediately after, the
connection.
launch of the new model on July 1 2022.
In short, the new Compass Organisation represents a modern, Q. Looking ahead, how do you assess the
fit-for-purpose operating model that will enable Unilever to
compete even more effectively in the years ahead. Moreover,
external trading environment and what are
by structuring the business around five Business Groups – each your key priorities for the business in 2023?
with the potential to grow above Unilever’s historic average – Unfortunately, we expect the lack of macroeconomic stability
we are confident that the new organisation can help to to continue into 2023, and while inflationary pressures
accelerate Unilever’s rate of growth. are likely to ease later in the year, inflation will remain
at historically high levels for some time to come, with all
Q. How are you progressing towards your the attendant consequences for consumer confidence
vision of making Unilever the global leader and spending.
in sustainable business and demonstrating We are not daunted by this. As we demonstrated last year,
how this drives winning performance? Unilever is a resilient business, well versed to operating in
volatile and high inflation markets. We have a clear set of
Our commitment to sustainability comes with an unwavering priorities and objectives to guide us.
determination that it contributes to strong value-creation.
It was good to see a number of leading surveys rank Unilever Growth will be our number one priority, driven by investments
as the global leader in sustainability again last year, most in the key elements of Unilever’s compounding growth model
notably the GlobeScan SustainAbility Leaders Survey, – brand support, R&D and capital expenditure. With cost
the largest of its kind. We were also pleased to top the pressures remaining at historically high levels, our focus will
Responsibility 100 Index, a considered assessment of how be  on striking the right balance of price increases and savings
FTSE 100 companies are living up to their sustainability delivery, commensurate with protecting our volumes and
commitments. improving Unilever’s competitiveness.

However, while these surveys cement Unilever’s reputation as We will go on navigating these challenging conditions while
a leader in sustainability, the real test comes in being able to putting in place the strategic, operational and organisational
commercialise the investments we have made and show that pillars necessary for long-term success and value creation.
sustainable business is a pathway to better performance. We had a strong end to last year and are firmly fixed on
The business case relies on being able to demonstrate four carrying that momentum into 2023. Despite the tough
things – that sustainable business drives growth, reduces cost, environment, we are cautiously optimistic. It is an optimism
borne of the incredible efforts again last year of Unilever’s
lessens risk and acts as a magnet for talent. On each of these
dedicated and hard-working employees, as well as the
dimensions, there is mounting evidence to support the case:
millions more who make up our extended value chain, who it
■ On growth, our own experience confirms that purpose is
has been the greatest honour to lead and work alongside.
a catalyst for growth when it builds on the prerequisites
of great product performance and good value. The From a personal perspective, in my remaining time with the
performance of some of our largest and most purposeful Company, I am determined to see through the important
changes we have been making to Unilever, and which –
brands, such as Hellmann’s, OMO and Rexona which all
increasingly – we see reflected in the Company’s performance.
grew double-digit in 2022, supports this.
I will continue to work tirelessly to leave the business in good
■ On cost, while we often have to invest to drive the transition
shape for my successor, Hein Schumacher, who I am confident
to a sustainable business, cost efficiencies are increasingly will take Unilever to new heights in the years ahead.
visible. Since 2008, we have avoided costs of around
€1.5 billion from energy and water efficiency measures
in our factories. 

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 9
Group Financial Review
Strong sales growth and continued progress against strategy.
The operating environment in 2022 was challenging from Operating profit was €10.8 billion which included €2.3 billion
(b)
a geopolitical standpoint and saw record levels of inflation. of profit from the sale of our Tea business and €1.2 billion
We continued to serve consumers in these challenging times of other non-underlying items, the most significant being
with our focus on operational excellence. We also rewired restructuring costs of €0.8 billion including costs related to
the organisation into a simpler, more category-focused the setup of the new organisation structure.
operating model with sharper domain expertise and end-to
-end accountability across our newly created five Business Underlying operating profit was €9.7 billion, up 0.5% versus the
Groups – Beauty & Wellbeing, Personal Care, Home Care, prior year. Underlying operating margin decreased by 230bps.
Nutrition and Ice Cream. Gross margin decreased by 210bps reflecting the significant
inflation in raw material, packaging, processing and
Growth and margins distribution costs globally. We continued to invest behind our
brands with a step-up in brand and marketing investment of
Against this backdrop, the Group generated turnover of €0.5 billion in constant exchange rates, contributing 10bps to
€60.1 billion, operating profit of €10.8 billion, net profit of underlying operating margin. Overheads increased by 30bps
€8.3 billion and free cash flow of €5.3 billion during the year. largely due to investments in capabilities to drive growth and
Turnover increased 14.5% while underlying sales growth was increased scale of our Prestige Beauty and Health & Wellbeing
9.0%. There was a negative impact of 1.0% from acquisitions businesses.
and disposals and a positive currency impact of 6.2% driven
by strengthening of currencies in our key markets such as the
US, Brazil, India and China. Growth was broad-based across Cash, capital allocation and earnings
each of our five Business Groups. We generated free cash flow of €5.2 billion, including
Input cost inflation continued to accelerate and reached €0.3 billion of tax paid relating to the separation of the Tea
record levels in 2022. We stepped up our pricing action business. This represents cash conversion of 97%.
decisively, delivering underlying price growth of 11.3%, the We announced a share buyback programme of €3 billion to be
highest in the past 10 years. This had, as expected, some completed over 2022-23. We completed the first two tranches
negative impact on volumes, with underlying volume growth during the year and repurchased shares worth €1.5 billion.
declining by 2.1%. Dividend payments were maintained in line with prior year
Our one billion euro plus brands, accounting for 53% of Group at €4.3 billion.
turnover, delivered underlying sales growth of 10.9% (see page Diluted earnings per share were €2.99, a 29% increase versus
(a)
11). Our digital commerce sales footprint continues to grow prior year. Excluding the impact of the gain on disposal of
and now represents 15% of our overall sales. The US and India, our Tea business and other non-underlying items, underlying
two of our key growth markets, grew at 8.0% and 15.6% earnings per share were €2.57, a reduction of 2.1% versus the
respectively. China declined by 1.3% as it was affected by prior year. The reduction was driven by higher finance cost on
pandemic-related restrictions. the back of increasing interest rates and a higher tax charge
In emerging markets, underlying sales grew by 11.2%, with due to country mix and other one-offs. This was partially offset
a 13.5% contribution from price and volumes down by 2.0%. by a reduction in number of shares as a result of the share
South Asia grew strongly through both price and volume. buy-back programme.
High inflation in Latin America led to high pricing action and Portfolio reshaping
volume contraction. China declined slightly as it was affected
by pandemic-related restrictions. South East Asia achieved We continued on our journey of pivoting the portfolio towards
double-digit price growth with flat volumes. Turkey delivered higher growth businesses. On 1 July 2022, we completed the
high single-digit volume growth in a very inflationary sale of our global Tea business to CVC Capital Partners Fund
environment. Developed markets underlying sales grew by VIII for €4.5 billion on a cash-free, debt-free basis. Our recent
5.9%, with 8.4% from price and (2.3)% from volumes. Volumes acquisitions, Paula’s Choice and Nutrafol, which we acquired
declined in Europe and North America in the wake of the in 2021 and 2022 respectively, stepped up our presence in the
pricing action. North America also faced service issues due high growth spaces of Prestige Beauty and Health & Wellbeing.
to labour shortages across factories. More details on acquisitions and disposals are in note 21 on
pages 198 to 201.

Looking ahead
2022 saw a step-up in growth We have confidence that our strategic priorities and our new
simpler category-focused organisation position us well to
underpinned by pricing agility, deliver sustainable long-term growth and shareholder value.

disciplined capital allocation


and a more category-focused
and accountable organisation.
(a) Digital commerce sales are defined as online sales made by Unilever to our
Graeme Pitkethly
consumers or customers either directly or through platforms as well as an
Chief Financial Officer estimate of our brands' sales through our customers' own websites.
(b) Excluding our Tea business in India, Nepal and Indonesia and our interests in
the Pepsi Lipton ready-to-drink Tea joint ventures and associated distribution
businesses.

10 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Unilever Group performance highlights
Turnover Underlying sales growth

Contribution of our €1bn+ brands

10.9%
Underlying sales
growth

53%
of Unilever
turnover

Underlying
Operating Underlying Diluted earnings earnings per 
margin operating margin Free cash flow per share share

17.9% 16.1% €5.2bn €2.99 €2.57


2021: 16.6% 2021: 18.6% 2021: €6.4bn 2021: €2.32 2021: €2.62

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 11
Business Group Review: Beauty & Wellbeing

Beauty & Wellbeing


We are a global player in the fast-growing beauty, health and
wellbeing market. Our Business Group is home to global brands
like Dove and Vaseline, as well as our Prestige Beauty and Health
& Wellbeing brands which include Paula's Choice and Liquid I.V.

Highlights
Our Hair Care and Skin Care
categories delivered price-led
growth with modest decline
in volumes.

Health & Wellbeing and Prestige


Beauty grew double-digit.

Continued focus on scaling


superior science and technology
through our brands.

Acquired a majority stake


in Nutrafol, building on our
expertise in beauty and hair.

Beauty & Wellbeing performance


Turnover Turnover growth Operating margin

€12.3bn

Underlying sales growth Underlying operating margin

12 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Beauty & Wellbeing

Purpose. Science. Desire.


Beauty & Wellbeing represents 20% of Unilever’s total
turnover and 24% of its underlying operating profit. We
are focused on delivering high growth across four key
categories and investing in portfolio transformation. We
have a strong Hair Care portfolio which is contesting for
global leadership and our Skin Care portfolio is particularly
strong in Asia. Our newest categories are Prestige Beauty
and Health & Wellbeing, both of which have a strong
presence in the US with potential for global expansion.
Our Business Group strategy is inspired by a simple but
powerful mantra: ‘Purpose. Science. Desire.’ This means
creating purposeful and meaningful brands that positively
impact people and planet, using cutting-edge science
and technology for superior products, and increasing the
desirability of our brands to make them relevant and timeless.
In 2022, we invested in our
We believe that the combination of all three will help us fastest-growing brands and
unlock consistent growth and competitiveness.
Several industry trends are informing our strategy including
markets, setting a strong
the demand for authenticity and inclusive beauty, consumers
continued search for science-backed hero products that
foundation for us to deliver
deliver transformational results, and the blurring of 'beauty'
and 'wellbeing'. All of these trends drive premiumisation and
consistent growth ahead of
make the economics of digital commerce and specialist the market in four categories,
channels attractive.
while shifting our portfolio
Growing our global brands
into premium products and
fast-growing channels.ke Faber
Our core global Hair Care and Skin Care brands, which
include Dove, Vaseline, Sunsilk, CLEAR, TRESemmé, Pond's
and Glow & Lovely, make up half of our turnover and are key
to accelerating value creation. We are focused on growing Fernando Fernandez
these brands by channelling investment to our most important President, Beauty & Wellbeing
markets.
This year we launched several new premium lines, supported
Scaling Prestige Beauty and Health & Wellbeing
by superior science and technology, and we are now scaling
these leading technologies through our brands. Dove Hair Another key part of our transformation is scaling our Prestige
Therapy, for example, is now available in multiple markets Beauty and Health & Wellbeing categories which include many
globally and includes patented Fibre Shield Advance Repair of our recently acquired businesses – the result of a disciplined
technology that delivers superior conditioning, surface repair and selective approach to capital allocation. Our Prestige
and protection. And our Vaseline brand's Gluta-Hya range, Beauty brands contributed €1.2 billion in turnover in 2022. The
which includes day and night protect and repair variants, has Unilever Prestige Beauty skincare and colour cosmetics
been successful in a number of South East Asian markets. portfolio in the US has been growing at twice the market rate.
Digital commerce has been growing strongly, accounting for
We are working closely with our retail partners to strengthen
about half of all Prestige Beauty portfolio sales. Our Prestige
our strategic category partnerships. For example, in the US we
Beauty business in China grew strongly and is now our third-
have been selected as a Walmart ‘Category Captain’ across
biggest Prestige Beauty market, with brands such as Hourglass
several Hair Care subcategories in order to help accelerate
performing well thanks to its launch in specialised beauty
their overall category growth.
retailer, Sephora.
The new Compass Organisation has empowered our Business
Paula’s Choice continued its growth in direct-to-consumer
Group to make strategic choices which improve growth and
channels, building on its successful launch into Sephora last
profitability of our brands. For example, we have been able
year. Meanwhile, our Japanese rituals skin care brand Tatcha
to remove cost from the business by reducing more than
continued its expansion into new markets including the UK.
200 fragrances used across our shampoos.
Health & Wellbeing is a key growth space of the future,
as consumers increasingly turn to vitamins, minerals and
supplements (VMS). Our lifestyle-led, science-driven Health
& Wellbeing brands contributed €1.3 billion in turnover. Liquid
I.V. is our biggest Health & Wellbeing brand and the number
one powdered hydration brand in the US. It continues to grow
and has quadrupled in size since acquisition, thanks to strong
retail partnerships and a step-up in marketing.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 13
Business Group Review: Beauty & Wellbeing

OLLY also expanded its range in 2022 with new gut-friendly Performance in 2022
products, such as Fiber Gummy Rings and Keep it Movin'. In
2022, we acquired a majority stake in Nutrafol, a premium Turnover increased by 20.8%. Underlying sales growth was
brand which offers a range of clinically tested, physician- 7.8%. There was a net positive impact of 3.7% from acquisitions
formulated products designed to address thinning hair and and disposals driven by Paula's Choice and Nutrafol, and a
compromised hair health for women and men. We are well favourable currency impact of 8.1% driven by the strengthening
placed to add value to this business, building on our expertise of currencies in key markets such as India, China and the US.
in beauty and hair. Our Hair Care and Skin Care categories delivered price-led
growth with modest decline in volumes. Growth was
Leading on purpose competitive supported by a continued step-up in brand and
marketing investments. Both Health & Wellbeing and Prestige
Our consumers want brands that not only deliver great results, Beauty grew double-digit. Health & Wellbeing’s growth was
but that also promote inclusive beauty, healthy lifestyles and propelled by Liquid I.V., on the back of increased distribution
speak to their personal identities. Our biggest brand Dove has and awareness. Prestige Beauty delivered another year of
been driving a pioneering purpose agenda for a number of consistent and competitive growth despite a shift from digital
years – read more about Dove on page 17. Vaseline also has a commerce to bricks and mortar in 2022.
long-term commitment to providing access to skin health care.
This year, Vaseline created the award-winning 'See My Skin' Emerging markets led growth through pricing with a slight
database, in partnership with Hued and dermatologists of volume decline. Latin America and South Asia grew double-
colour who understand melanin-rich skin care needs. digit. North Asia declined marginally driven by the Covid
lockdowns in China, which ended in December 2022.
Our other brands are continuing to place purpose and Developed markets grew single-digit with North America
sustainability at the core of their propositions, often guided leading the growth driven by premium portfolio and digital
by their original founder’s social mission. Dermalogica, for commerce. Europe grew modestly through price, while
example, is providing skills-based training, education and volumes declined as the competition increased in Hair Care.
scholarships to maximise the growth potential of the
professional skin therapists who work with the brand. And Operating profit was €2.2 billion, which was flat compared
Shea Moisture – a vocal advocate for advancing economic to the prior year despite record high inflation and a step-up in
equity through supporting Black entrepreneurship – continues brand and marketing investment. This was driven by a focus on
to invest in securing a sustainable supply of organic shea savings and positive mix as the contribution of gross margin-
butter, working with cooperatives in West Africa which accretive Prestige Beauty portfolio increased. Non-underlying
empower women and their families. Read more about the items were €138 million, mostly driven by restructuring spends.
work of Shea Moisture in its 'Wash, Wealth, Repeat' 2022 Underlying operating profit increased slightly to €2.3 billion.
Impact Report.

€1.2bn
Turnover from Prestige Beauty brands.

14 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care

Personal Care
We are one of the world's leading Personal Care businesses by
turnover, with a portfolio of strong global brands such as Dove,
Rexona, Lux and Pepsodent that deliver personal hygiene, self-care
and confidence to consumers all over the world.

Highlights
Skin Cleansing grew high single-
digit with strong pricing offset by
volume decline.

Deodorants held volumes despite


robust pricing, delivering double-
digit growth.

Oral care grew high single-digit


driven by pricing.

Stepped up innovation execution,


focusing on our biggest global
brands.

Personal Care performance


Turnover Turnover growth Operating margin

€13.6bn

Underlying sales growth Underlying operating margin

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 15
Business Group Review: Personal Care

Asserting our Leadership. Growing with our customers


The biggest channels for our Personal Care business are
Personal Care represents 23% of Unilever’s total turnover hypermarkets and supermarkets in developed markets, and
and 28% of underlying operating profit. We are organised smaller proximity stores in emerging markets which serve local
to deliver growth through three key categories and seven neighbourhoods. We partner with our key customers to create
core brands, which represent the majority of Personal category growth opportunities through these channels. Dove,
Care's turnover. We have global market-leading positions for instance, has been working with retailers to commercialise
in Skin Cleansing and Deodorants, and in Oral Care we are its purpose agenda, bringing its pioneering work on self-
number four globally. esteem and inclusion into stores and online.
Consumers are now looking for better defences against Sales through digital commerce grew 21.7% and accounted
lifestyle and environment challenges as well as products for 12.6% of Personal Care turnover. China is our biggest
which offer additional functional benefits – such as enhanced digital commerce business with 52% of sales through digital
protection against odour and wetness, body hygiene and commerce platforms and video-sharing apps – driven by
care, and protection against tooth decay. Our Personal Care a focus on our premium Skin Cleansing brands, Dove and Lux.
strategy harnesses our world-class innovation capabilities
to meet these needs, aiming to deliver superior products
and experiences, which are accessible to the mass
consumer market.
Our new structure enables us to take decisive actions to unlock
funds which are reinvested into the business for profitable
growth. For example, we have significantly streamlined how
we work with collaborative third-party manufacturers.

Making our portfolio more premium


Innovation is key to growing our category leadership position
and underpins our approach to premiumisation. This year,
we stepped up our innovation execution, focusing on our
biggest global brands. Rexona is an example of our innovation
and epitomises this approach. Following a successful launch
last year, its patented 72-hour non-stop sweat and odour
protection deodorant – the first of its kind – is now available
in 46 markets thanks to a concerted marketing campaign Personal Care is a large and
emphasising product superiority. This helped the brand grow
double-digit in 2022. attractive market, in which we
We see a big growth opportunity in the area of beauty
enhancing products with the wide availability of cutting-edge
hold strong leading positions
beauty ingredients and crossover of skincare regimes into with some of the most powerful
daily personal care routines. We are well placed to lead in
this trend with our brands and through products such as Dove brands in the industry.
Even Tone antiperspirant deodorant which offers 48-hour
sweat and odour protection, as well as helping to restore Fabian Garcia
underarm skin to its natural tone. President, Personal Care
We believe Skin Cleansing has growth potential in both
developed and emerging markets – powered by our largest
brands such as Dove, which relaunched Dove Body Wash with
microbiome nutrient serum. In India, our focus this year has
been on strengthening our premium Lux range – such as soap
bars for glowing skin, enriched with vitamin E and jasmine
extract. We are also premiumising our Skin Cleansing portfolio
in China through liquid formats such as the relaunched
Lux Botanicals Body Wash, offering 24-hour long-lasting
fragrance, as well as self-foaming body cleansers and
bath products.

16 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Personal Care

Making a positive impact Performance in 2022


Our biggest brands combine product superiority and strong Turnover increased by 15.9%. Underlying sales growth was
purpose agendas with high consumer appeal. Lifebuoy 7.9%. There was a favourable currency impact of 7.4% driven
is one of several brands which has a long track record of by the strengthening of currencies in key markets such as the
improving health and wellbeing through large-scale targeted US, Brazil, India and China.
interventions. In 2022, it reached 647 million people through
Skin Cleansing grew high single-digit with strong pricing offset
powerful TV commercials that are proven to help improve
by volume decline. Growth was broad-based across markets
hand hygiene behaviour. These complement Lifebuoy’s long-
and brands, further strengthening market leadership.
standing behaviour-change programmes that are reaching
Deodorants held volumes despite robust pricing, delivering
children and mothers at scale in around 30 countries. Lifebuoy
double-digit growth, with continued premiumisation and
now also gives consumers in Asia access to free consultations
higher brand and marketing investment. Oral care grew high
with doctors and health advice via digital telehealth apps
single-digit driven by pricing. Elida Beauty declined volumes
on their smartphones.
in the face of pricing action and supply constraints. Dollar
Pepsodent has a long-term commitment to promoting Shave Club, whilst marginally profitable, continued to decline
toothbrushing. This expanded in 2022 with the launch of its in a competitive market.
teledentistry initiative in Indonesia and Vietnam, offering
Emerging markets grew double-digit on the back of decisive
access to free dental advice and dentist consultations via
pricing action, with competitors now catching up. In developed
mobile. Meanwhile, our Rexona brand's Breaking Limits
markets, North America grew mid-single-digit with declining
programme is taking an inclusive approach to sport and
volumes, despite service challenges as multiple resilience
physical activity to build young people’s confidence to
actions such as alternative sourcing and factory efficiency
move more. It is now live in five of our key markets.
enhancements were rolled out at speed. Europe grew by
For nearly two decades, Dove has been providing pioneering mid-single-digit driven by pricing, with volumes declining
body confidence programmes for young people around the as consumers were hit hard by very high inflation levels.
world that have been proven to have a positive impact on
Operating profit was €2.3 billion, a decrease of 3.1% compared
self-esteem. Dove is now using digital channels to expand its
to the prior year. Non-underlying items were €415 million,
reach and this year launched the Real Virtual Beauty Coalition
primarily driven by restructuring costs and a €192 million
to encourage developers to create a healthier, more diverse
impairment related to Dollar Shave Club. Underlying operating
representation of women and girls in video games.
profit was €2.7 billion, an increase of 6.9% despite extreme
We are also addressing a number of important issues as part inflation, through savings and mix benefit as the margin-
of Unilever's wider environmental agenda – including plastic accretive Deodorants business increased its contribution.
packaging (pages 32 to 33), climate change (page 37),
sustainable palm oil (page 32), and protecting and
regenerating nature (page 32).

647m
People reached by Lifebuoy in 2022 through
TV commercials proven to help improve hand
hygiene behaviour.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 17
Business Group Review: Home Care

Home Care
We are a global business with leading household cleaning and
laundry brands such as OMO*, Sunlight, Comfort and Domestos.
Our aim is to offer products that are superior, sustainable and
great value.

Highlights
Fabric Cleaning saw double-digit
competitive growth, driven by
pricing which was slightly offset
by volume decline.

Fabric Enhancers grew high single-


digit led by price with some volume
decline.

Home & Hygiene grew by low


single-digit with high pricing offset
by volume decline.

Our innovation programme Clean


Future continued to inspire winning
innovations to the mass market.

Home Care performance


Turnover Turnover growth Operating margin

€12.4bn

Underlying sales growth Underlying operating margin

* Also known as Dirt Is Good, Persil and Skip.

18 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Home Care

Clean Home. Clean Planet. Clean Future continues to inspire winning innovations to the
mass market. In France, we introduced Skip 3-in-1 laundry
Clean Future. capsules in cardboard packaging, with fast dissolving speeds
and more biodegradable active ingredients which work in
Home Care represents 21% of Unilever’s total turnover and short cycles and cold water – saving consumers up to 60%
14% of underlying operating profit. We are organised to energy per use. Sunlight dishwash was launched with a new
deliver growth and margin across four key categories: Fabric formula in 2022 in Thailand and now includes plant-based
Cleaning, Fabric Enhancers, Home & Hygiene and Water & cleaning agents which not only deliver on performance by
Air. We have a portfolio of strong global brands, a global foaming and cleaning, but also make the formulation 99%
geographical footprint and two years of consecutive market biodegradable and 79% renewable.
share growth. Our strength is in emerging markets where we A key part of our Clean Future agenda is our progress towards
lead the industry through market development. net zero. This requires replacing fossil-fuel-derived cleansing
We see potential for our portfolio in our key emerging markets ingredients that are integral to the formulations of our
such as India, Brazil and China, where urbanisation is driving products and diversifying the sources of plant-based carbon.
demand for household products. In Europe, we continue to This year, we invested in a €115 million ($120 million) joint
innovate premium formats such as laundry and dishwasher venture with Genomatica, a US-based leader in biotech and
capsules to meet evolving consumer needs. Clean Future is sustainability, to research, develop and scale cost-effective
a critical part of our growth strategy – guiding our approach plant-based ingredients. These alternative ingredients will
to innovation, product superiority and sustainability. help us to future-proof our portfolio by diversifying our supply
chains for vital ingredients while offering more sustainable
choices to the consumer.
Creating value from our premium portfolio and
new channels Convenient formats such as refills, dilutable bottles and
concentrates represent another growth opportunity and
Premiumisation is at the core of our strategy. We have seen in we continue to roll out these formats. For example, after
India the value this has created over the last decade, with our a successful launch in Brazil, we launched dilute-at-home
focus on market development to shift consumers from laundry products through our Ala (OMO) brand in Argentina – offering
bars and laundry powders to premium powders and laundry convenience, value and at the same time reducing our use
liquids. As a result, Home Care turnover in India has more than of plastic.
doubled and profitability has increased from 14% to 19%.
In China, we are positioning our Fabric Cleaning portfolio
to capitalise on the premiumisation opportunity – such as
investing in the high-margin laundry capsules market and
cleaning sprays. Laundry fragrance beads are another
premium product with growth and margin potential, offering
a high concentration of fragrance and convenience to
consumers. We launched Comfort Fragrance Beads in China in
2020 and despite being a newcomer in this space with multiple
competitors, we have delivered the fastest growth of market
share over the past two years. Digital commerce, which now
accounts for 17% of Home Care sales, is a key channel for
our premium products – like fragrance boosters and laundry
capsules – especially in countries such as China, the US and
UK where digital penetration is high.
We have also continued to expand our presence in the
professional cleaning market through Unilever Professional
(UPro), which offers a portfolio of premium products tailored
to the needs of small and medium-sized operators in the
Most consumers choose
laundrette, hospitality and food services sectors. Leveraging
the power of our Home Care brands and expertise to tap into
Home Care products for their
an industry white space, UPro is now present in 45 markets performance. Clean Future
and grew by 32% in 2022, doubling its turnover in three years.
is our strategy to deliver
Powered by science and technology
unmissable product superiority
at an affordable price whilst
Home Care has increased investment in R&D for the last two
years, principally through Clean Future which is our innovation
programme – and above all a growth strategy. Clean Future
uses technology to drive next level product superiority and stepping up the sustainability
sustainability, while keeping costs competitive through
reformulations. We codify this approach through all our Home
of our business. This strategy
Care brands, driving innovations in fragrance, biotechnology,
packaging and eco-design.
has served us well in 2022.anneke
Peter ter Kulve
President, Home Care

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 19
Business Group Review: Home Care

Performance in 2022
Turnover increased by 17.3%. Underlying sales growth was
11.8%. There was a favourable currency impact of 4.9% driven
by strengthening of currencies in key markets such as India,
Brazil and China.
Fabric Cleaning saw double-digit competitive growth, driven
by pricing which was slightly offset by volume decline. Fabric
Enhancers grew high single-digit led by price with some
volume decline, despite the impact of Covid lockdowns in our
biggest market, China. Home & Hygiene grew by low single-
digit with high pricing offset by volume decline. Water & Air
sales declined, as the US air market slowed down following
rapid expansion in the last few years and increasing
competition in digital commerce channels.

€4bn
Emerging markets growth was led by a strong delivery in
South Asia and Latin America. India grew volumes despite
high pricing, driven by product superiority and market
development actions. Developed markets witnessed a decline
as consumers tightened their spending and competitive
Dirt is Good contribution to Unilever turnover in 2022. pressures stepped up.
Operating profit for the year was €1.1 billion, a decline of
17.8% compared to the prior year. Non-underlying items were
€280 million, mostly driven by restructuring spends. Underlying
operating profit was €1.3 billion, a decline of 5.2% compared to
Brands with purpose the prior year. This was driven by high input cost inflation which
Our Home Care brands recognise the role that purpose was partly offset by pricing and savings.
combined with product superiority plays in competitiveness.
Dirt Is Good, which contributed €4 billion in turnover during
2022, continues to inspire young people to take action on
environmental and social causes.
Domestos has been campaigning for cleaner, safer toilets for
a number of years and continues to proudly communicate this
on-pack and through its marketing. Its Cleaner Toilets Brighter
Future programme is helping schools to maintain their
facilities, so they are safe and accessible, while also providing
materials that teach children correct toilet behaviour for better
hygiene. Its partnership with UNICEF in India tackles access to
safe toilets across 15 states.

20 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition

Nutrition
We are one of the world’s largest foods businesses, and home to
Knorr and Hellmann’s which account for 50% of our turnover. Our
portfolio also includes Horlicks, The Vegetarian Butcher, and local
brands such as Bango, Unox, Kissan and Marmite. Unilever Food
Solutions serves food operators across the globe.

Highlights
Scratch Cooking Aids delivered
mid-single-digit growth.

Dressings and Plant-Based Meat


both grew high double-digit.

Tea and Functional Nutrition


delivered broadly stable sales.

Continued focus on core products


that win consumer preference on
taste as well as health and
sustainability.

Nutrition performance
Turnover Turnover growth Operating margin

€13.9bn

Underlying sales growth Underlying operating margin

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 21
Business Group Review: Nutrition

A World-class Force for


Good in Food.
Nutrition represents 23% of Unilever’s total turnover and
25% of underlying operating profit. We are organised
to deliver growth across six key categories: Dressings,
Functional Nutrition, Healthy Snacking, Plant-based
Meat, Scratch Cooking Aids and Tea. Unilever Food
Solutions serves food operators and accounts for
approximately one fifth of Nutrition's turnover. We have
a global geographical footprint with 55% of Nutrition's
turnover generated in emerging markets.
Our ambition is to be a ‘World-class Force for Good in Food’,
delivering competitive growth with sequential margin
improvement. A number of consumer trends are driving
our business: the post-Covid scratch cooking renaissance,
Nutrition is a transformed
a growing interest in healthy, more conscious living and business. We have step
eating, and rising expectations around convenience. Our
strategy sets out clear choices in response to these trends. changed our growth through
Focusing on our core brands portfolio transformation
We are well positioned for growth following a major portfolio and the strong growth of our
transformation over the past four years, most recently through
the sale of our Tea business to CVC Capital Partners Fund VIII. brands, most notably our two
We are now focused on delivering ‘holistic product superiority’
– creating products that win consumer preference on taste global power brands Knorr
as well as health and sustainability. Tests against competitor
products performed during the year showed that 89% of the
and Hellmann's.
evaluated portfolio (representing about half of Nutrition’s
previous year turnover) was holistically superior. Hanneke Faber
President, Nutrition
Hellmann’s enjoyed another year of high double-digit growth
in 2022 by focusing on its core mayonnaise range and newer
variants such as Hellmann’s Vegan, while also continuing to Growing our tea business
drive its food waste reduction agenda through high-impact
advertising. A good example of this was its 2022 Super Bowl We are now focusing on our remaining tea portfolio in India,
campaign in the US, with 6.6 billion earned media impressions. with an offering that ranges from affordable loose tea to
The US was Nutrition's largest market in 2022 and grew premium and speciality teas. Our largest tea brand is Brooke
double-digit. Bond which includes a number of tea varieties to meet the
needs of different consumers. For example, Taaza continued
Knorr also delivered robust growth in 2022, thanks to a focus its market development drive to upgrade consumers from
on its core segments of bouillons and seasonings. New plant- loose to packaged tea, while specialist products such as
based products such as Rinde Más, an alternative protein Brooke Bond Natural Care offer clinically proven functional
range launched in Latin America last year and in several benefits.
European markets this year, are offering consumers more
choice. Knorr continued its work on regenerative agriculture Expanding our plant-based portfolio
in 2022 – see page 36 for more.
We are committed to offering more plant-based meat
The new Compass Organisation is already unlocking cost substitutes and dairy alternatives, which was reflected in our
savings, growth and profitability in Nutrition. For instance, we €1 billion plant-based sales goal announced in November
were able to significantly increase marketing investment in the 2020. To better reflect our plant-based strategy and
fourth quarter of 2022 in line with our Business Group priorities, sustainability agenda, we have broadened the scope of the
which helped us to step up competitiveness during the high original goal to include plant-based products in categories
consumption winter season. We have also been able to take which have traditionally used animal-derived ingredients,
more decisive and longer-term action on our portfolio by such as bouillons. Hence, to reflect this change we have now
delisting or discontinuing products which are no longer revised our goal to achieve sales of plant-based products to
performing, even if this means a short-term market share loss. €1.5 billion per annum by 2025. In 2022, Unilever Nutrition and
Ice Cream achieved €1.2 billion in sales from the plant-based
products in scope.

22 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Nutrition

For the second year running, we were named by Investor Performance in 2022
Network FAIRR as the leader in its 2022 benchmark of
companies using protein diversification to drive growth and Turnover increased by 6.1%. Underlying sales growth was 8.6%.
build climate-aligned portfolios. The Vegetarian Butcher There was a negative impact of 6.9% from acquisitions and
grew high double-digit, capitalising on partnerships with disposals, following the sale of the Tea business. There was a
quick service restaurants such as Starbucks, Subway, favourable currency impact of 4.9% driven by the strengthening
Dominos, and Burger King – where we were named Global of currencies in key markets such as the US, India and China.
Direct Supplier of the Year. Scratch Cooking Aids delivered mid-single-digit growth, driven
by high pricing which was partly offset by volume decline.
Working with customers Dressings saw high double-digit growth led by price with
modest volume decline. Tea and Functional Nutrition sales
We are working closely with our retail customers, and were broadly flat with increased price and declining volume.
continued a number of successful partnerships with retailers – Plant-Based Meat grew high double-digit, further gaining
such as with Dutch retailer Albert Heijn to encourage plant- scale, driven by the foodservice channel.
based eating.
Unilever Food Solutions posted double-digit growth despite
Digital commerce is a growing channel and now accounts the impact of Covid lockdowns in China. Europe grew by high
for 10% of Nutrition's sales, with business-to-business digital single-digit, led by pricing with resultant volume decline
commerce a key growth driver in 2022, notably in Unilever amidst competitive pressures. North America delivered
Food Solutions. Unilever Food Solutions' growth was helped by double-digit growth led by pricing with modest volume
the continued digitisation of our customer experience, which is decline. South Asia posted mid-single-digit growth through
allowing us to connect with more food service operators more price and volumes. Latin America grew double-digit led by
frequently, as well as through affordable and convenient price with some volume decline.
products designed for professional kitchens – such as Knorr
potato flakes which make rich and creamy mashed potato in Operating profit was €4.5 billion, an increase of 113.7%
just three minutes. compared to the prior year. A net gain in non-underlying items
of €2.0 billion included €2.3 billion related to the gain on the
We have stepped up our focus on content to drive conversion, sale of our Tea business. Underlying operating profit was
such as linking to recipe inspiration – a key motivator for €2.4 billion, a decrease of 3.0% compared to the prior year.
consumers to try a new product. We now have 35,000 recipes This was driven by very high inflation in material and energy
for our products which we host in online recipe platforms costs, partly mitigated through pricing and savings.
across multiple key markets, in partnership with our customers.

Boldly healthier, more sustainable


As a global player in the food industry, we have a responsibility
to increase the nutritional value of our products through
reformulation. See page 33 for more on our positive nutrition
agenda.
Horlicks further strengthened its leadership market share
position in India in the health food drinks space. After the
contraction of the market over the last few years due to
lockdowns and increasing milk prices, we are working to
rebuild consumption levels through market development,
such as the launch of a convenient and affordable ‘Ready Mix’
range and through door-to-door sampling. In 2022, Horlicks
distributed over 30 million product samples in India.
As well as our commitment to regenerative agriculture (page
32) and plant-based foods (page 36), we are contributing to
Unilever's waste-free world agenda through our actions on
plastic packaging (pages 32 to 33) and food waste (page 36).

€1.2bn
Unilever Nutrition and Ice Cream sales from
plant-based products in 2022.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 23
Business Group Review: Ice Cream

Ice Cream
We are a global leader in the ice cream market, delighting
consumers in over 60 countries through our iconic brands
(a)
such as Magnum, Ben & Jerry’s and Wall’s.

Highlights
Out-of-home saw competitive
double-digit growth. 

Our fast ice cream delivery service


ICNOW grew 30% and is now in over
40 countries.

Expanded our product range


through innovative new twists on
premium offerings.

Launched pilots to ‘warm up’ our


ice cream freezers and reduce
emissions.

Ice Cream performance


Turnover Turnover growth Operating margin

€7.9bn

Underlying sales growth Underlying operating margin

(a) Wall's is also known as Algida, Holanda and Langnese.

24 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Business Group Review: Ice Cream

Happy People, Happy Planet, Consumers also have increasing expectations around
convenience when they are at home. This is especially true
Winning Smiles. of ice cream as an impulse purchase. In this context, our Ice
Cream Now (known as ICNOW) fast delivery service is helping
Ice Cream represents 13% of Unilever’s total turnover and to deseasonalise the market. Consumers can access our ice
9% of underlying operating profit, and is organised to deliver cream brands throughout the year in three ways: with a meal,
growth and return on assets through in-home and out-of- with a grocery delivery, or via delivery apps with dedicated
home channels. We currently account for approximately one virtual ice cream stores. Now in more than 40 countries,
fifth of the global ice cream industry. Ice Cream is an attractive ICNOW grew around 30% in 2022, helped by partnerships with
market with competitive intensity increasing as a number of delivery firms such as Grab in South East Asia, Food Panda in
confectionery and dairy producers extend their presence in Singapore and Robomart in the US. We plan to further develop
the category. Around two-thirds of our sales are in developed this digital capability in key markets, including in India, where
markets, and we have plans to expand further our footprint in our ice cream business has seen strong growth over the past
emerging markets where low per-capita consumption of ice two years.
cream offers significant opportunities for growth.
Faster and more effective
Our vision ‘Happy People, Happy Planet, Winning Smiles’
encapsulates our belief that ice cream should be an The new Compass Organisation is providing opportunities
indulgent treat that brings happiness. We have identified to simplify our business and we are taking bolder portfolio
three strategic drivers to deliver our vision and grow our decisions and rolling them out at scale. For example, we have
business: premiumisation, digitalisation and simplification. been able to simplify and standardise our Viennetta range
Working closely with our value chain partners is a critical across Europe, which has generated savings and freed up
part of our strategy, as we tackle important sustainability production capacity.
challenges like climate change.
The Business Group set-up helps us to navigate the seasonality
of our Ice Cream business by investing in our brands and
Brands with global growth potential marketing more consistently throughout the year. We have
We have brands with strong growth potential which are well also benefited from being able to make global investment
positioned to respond to consumer preference for treats choices which are helping to increase the productivity of our
and indulgent products. Our innovation capabilities put ice cream cabinet fleet.
us in a strong position to meet these needs, through new
experiences, shapes, flavours and formats. Proposing new
twists on premium offerings through exciting innovation and
outstanding marketing is a powerful and profitable way to
expand our ice creams to a wider audience. This approach
means that Magnum, Ben & Jerry’s, Cornetto and our kids'
portfolio of brands which includes Twister, are well positioned
to expand into new markets.
Magnum has a long track record of working with celebrity
influencers, cementing its status as not just a superior ice
cream but also as a trendsetting brand. It grew double-digit
in 2022 on the back of Magnum Remix, our largest ice cream
launch of the year with ‘super-charged’ versions of our much-
loved flavours of Classic, White Chocolate and Almond across
35 countries, supported by a glamorous campaign fronted
by Kylie Minogue and DJ Peggy Gou. Cornetto's relaunch in
China is reinforcing its appeal to Gen Z consumers which has
helped it grow in 2022. This builds further on the success of
the Cornetto Rose range which was expanded to ten more
Ice Cream is a global leader
markets and the Cornetto Soft range, which is available in
over 15 European countries.
in an attractive market and is
well positioned to capture the
Ice cream all year round
latest consumer trends. We are
Our ice cream sales are split across two key channels – in-
home and out-of-home. Out-of-home makes up around 40% evolving to win in high growth
of our sales and is continuing to recover after Covid. We see
a big opportunity in the digitalisation of our out-of-home channels and markets.
operations. For example, we are embedding digital devices
into our ice cream cabinets to monitor stock levels and Matt Close
automatically trigger replenishment. Early pilots in markets President, Ice Cream
suggest that these significantly increase sales and
reduce the chance of running out of stock.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 25
Business Group Review: Ice Cream

Happy people, happy planet


Our sustainability programme focuses on the areas of our Ice
Cream value chain where we can have the biggest impact:
cabinets, cows and cocoa sourcing. Ice cream freezers in retail
stores make up 10% of our GHG emissions and play a key role
in our net zero decarbonisation plan. In 2022, we launched a
pilot scheme in Germany and a second will follow in Indonesia
in 2023, to trial warmer temperatures in our freezer cabinets,
from -18°C to -12°C, in order to reduce energy consumption per
freezer while ensuring the same ice cream quality.
Our non-dairy, plant-based ice cream business represents
8% of Ice Cream's turnover and includes our newly launched
Magnum Vegan Mini Classics. See pages 22 and 36 for more
on our plant-based sales goal. We are also researching ways
to reduce the methane emissions from cows used in milk
production – see page 36 for more details.
Cocoa is a key ingredient in many of our ice creams. For many

+30%
years we have been sourcing our cocoa sustainably. This year
our brands went one step further. Ben & Jerry’s joined forces
with Tony’s Chocolonely on Tony’s Open Chain – an initiative
that helps other companies take steps to end modern slavery
and child labour in the chocolate industry. Magnum also
launched a new social programme called AWA, which aims
to empower 5,000 women in cocoa farming communities Growth from our fast ice cream delivery service
by 2025 through income diversification opportunities and
ICNOW in 2022, which is now in more than
entrepreneurial training.
40 countries.
As a global ice cream company, we recognise the role we
play in improving nutritional standards and encouraging
healthy behaviours. See page 33 for more on our positive
nutrition agenda.

Performance in 2022
Turnover increased by 14.8%. Underlying sales growth was
9.0%. There was a favourable currency impact of 5.4% driven
by the strengthening of currencies in key markets such as the
US and China.
Out-of-home saw competitive double-digit growth with a good
balance of price and volumes. In-home grew by mid-single-
digit led by pricing and declining volumes due to the impact
of higher price elasticity and higher competitive pressures in
Europe in-home and supply issues in the US.
Emerging markets grew by double-digit, and competitively,
through both price and volumes. China grew by double-digit
despite Covid lockdowns and Turkey grew volumes despite
the hyperinflation environment. Developed markets grew by
single-digit led by price and volume decline. This was due to
in-home higher price elasticity and US supply issues.
Operating profit was €776 million, a decrease of 6.8%
compared to the prior year. Non-underlying items were
€143 million primarily driven by restructuring spends.
Underlying operating profit was €919 million, a decrease
of 3.5% compared to the prior year driven by extreme levels
of inflation in commodities and energy costs, partly offset
through pricing and savings.

26 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Our People & Culture
This year was transformative for Unilever as we created
our new Compass Organisation and continued to embed
a high-performance culture.

We have long believed in the power of our people and our and the day-to-day priorities of our teams. OKRs are formally
culture to drive performance. Our people agenda this year reviewed by leadership teams, including the ULE, at Quarterly
has focused on creating and embedding a new organisational Business Review meetings. To deliver our OKRs, we have set up
model so that we can maximise the talent and diversity of our multidisciplinary teams, supported by our Agile coaches. See
workforce to unlock superior performance. the Business Group reviews on pages 12 to 26 for examples of
prioritisation in action.
The Compass Organisation High-performance culture
In January 2022, we announced plans to create our new The new Compass Organisation is powered by our refreshed
Compass Organisation with three core objectives, to make human, purposeful and accountable culture with a focus on
Unilever: 1) simpler, faster, and more agile; 2) with greater high performance at its heart. A key part of this is making sure
category focus and domain expertise; and 3) more empowered our people work with a 'winning mindset', which means taking
and accountable in how we work. ownership for the choices we make and the outcomes these
We have evolved the previous matrix organisation structure lead to. We have taken the opportunity to revise our bonus
and with it, a conscious shift of power and accountability into framework to drive a significantly stronger direct line of sight
the hands of the five Business Groups while still maintaining between individual performance and business performance.
global scale through a ‘One Unilever’ model. This is helping Our peoples’ bonuses are now linked to the part of the
leverage our unique category and geographic footprint to business they contribute to most in their role and the
unlock trapped speed and capacity to drive faster, more performance of that part of the business.
competitive growth. See the Compass Organisation explained Another important part of creating a high-performance culture
in the box below. is ensuring our people have the right skills and behaviours.
We are now in a critical phase as we begin to work under the For example, our senior leaders are participating in a rigorous
new operating model – testing, learning and refining as we behavioural and data-driven development programme to
go. It is testament to our people that we managed to not help them become more effective leaders in our Compass
only deliver strong business performance during a period Organisation. In addition, work is underway to refresh existing
of significant change, but also sustained high engagement leadership programmes across all work levels. These will be
levels in our annual UniVoice survey, which was carried out in rolled out in 2023.
October 2022, with around 96,000 office and factory-based
(a)
employees responding. Our Engagement Index was 81% in
offices and 84% in factories, placing us in the top quartile
for employee engagement compared to industry benchmarks
The Compass Organisation explained
(2021: 82% in offices and 83% in factories).
The Compass Organisation has been operational since
(a) This is a composite score of four other metrics focused on pride in working for 1 July 2022. We are now organised into five Business
Unilever, job satisfaction, willingness to recommend Unilever for employment
and intention to remain employed by Unilever. 
Groups which have end-to-end responsibility for strategy,
performance and their own P&L. The Business Groups now
incorporate geographical Business Units responsible for
New ways of working building and executing the Business Group strategy and
One of the key objectives of the Compass Organisation is to managing the choices necessary to deliver their in-year
become more agile. This means upgrading the ‘software’ of and multi-year plans. We have structured certain countries
the organisation so that we can take faster decisions with or regions as 'One Unilever' entities, which have full
more impact and respond more dynamically to consumer accountability for their P&L across all categories, in order
needs and market conditions – in turn enabling growth. to benefit from local synergies and reduce complexity. 

One of the ways we are doing this is by introducing ‘Agile’ ways We also now have two overarching ‘One Unilever’ teams
of working. Our Agile programme is rooted in experimentation, supporting our five Business Groups. Firstly, a lean Unilever
consumer connectivity, simplification, trust and empowerment. Corporate Centre, including the ULE, which is responsible
In 2021 we set up our Agile Centre of Excellence. This year for the strategic choices we make. And secondly, a
we have been building capability within targeted parts of technology-driven Unilever Business Operations team
the business to operationalise Agile. For example, we have which provides the systems and processes to help us run
invested in appointing an Enterprise Agile Coach for each of effectively, efficiently, and consistently across all the
our Business Groups to upskill leadership teams in embedding Business Groups.
Agile behaviours, skills and delivery processes. Our functions, including Marketing, Customer
We are also embracing disciplined prioritisation by making big Development, HR, Finance, R&D, Communications, Legal
bet choices and by setting Objectives & Key Results (OKRs) – and Sustainability, have been reorganised to support the
from Unilever Leadership Executive (ULE) to Business Group priorities of our Business Groups and Business Units. As a
and Business Unit leadership teams – supported by a result, most of our functional teams now work and report
governance process to link company strategy with targets to a Business Group or Business Unit.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 27
Our People & Culture

Equity, diversity and inclusion Future of work


Our goal is to achieve an equitable and inclusive culture in the Whilst not an explicit aim of the Compass Organisation,
workplace, to unlock the potential of diverse teams to deliver the changes we have made will help us to future-proof our
high performance. We assess employee sentiment around business and our people against changes in the world of
equity, diversity and inclusion through our annual UniVoice work – including automation and new technologies which
survey. In 2022, 84% of employees said that our leadership are reshaping many roles in our business. Our future of work
stands for equity, diversity and inclusion (2021: 84%). strategy addresses this through three pillars.
We have identified four equity, diversity and inclusion priorities The first pillar is reskilling and upskilling our workforce, with
to address under-representation: gender, race and ethnicity, a focus on our employees below senior management. In 2022
people with disabilities and LGBTQI+ communities. Our newly we reskilled or upskilled 15% of our employees with future-fit
developed Equity & Inclusion Advancement Framework is skills. Digital skills are a priority, so we have launched our first
helping us to review and improve our policies and practices company-wide Digital Upskilling Programme which includes
to identify where interventions can help to tackle bias or a range of courses and external certifications on digital skills
discrimination. In 2022, we piloted the Framework to evaluate for our office-based employees. We have also developed a
our global policies and practices, covering more than 20 areas series of learning pathways tailored for people who work in our
of HR, such as recruitment, talent management and learning. factories, warehouses, and distribution centres to help them
This will inform future pilots of the Framework at country level. master the future technologies of manufacturing, including
robotics and AI. In addition, we continued the roll-out of a tool
We continue to maintain gender balance in management
which digitises production processes, helping our factory
and are now focused on diverse representation at more senior
employees to learn digital skills on the job. The tool is now
levels. Senior female representation continues to increase and
available at around 110 factories with more planned for
is now at 31%, due to gender-balanced succession planning
next year.
and balanced slates in hiring. We support our senior-level
women with bespoke development plans, mentoring and The second pillar is providing flexible employment options.
career coaching. Where legally possible, we consider racial People’s expectations of how they work are changing. In 2022,
and ethnic diversity in our recruitment and succession we proactively engaged with our workforce to understand
planning. See page 63 for gender balance in our workforce. their needs and expectations on flexibility and hybrid working.
We are using this to inform how we achieve our goal to
We have committed that 5% of our workforce will be made
extend flexible working practices and pioneer new models
up of people with disabilities by 2025. At the end of 2022,
of employment, so that we achieve a more agile and effective
36 markets were collecting employee self-reported data on
organisation.
disability. At the same time, we are continuing to improve the
accessibility of our technology and sites, drawing on feedback The third pillar is about our future workforce. In 2022, we
from our global employee resource network for disability, expanded our partnership with UNICEF’s Generation Unlimited
Enable. In partnership with the Business Disability Forum, we to help us work towards our goal of equipping 10 million
have reviewed the accessibility of around 80 workplace sites, young people with essential work skills by 2030 – through
with more planned in 2023. education, training, volunteering and employment
opportunities. We are engaging with our partners to put in
ProUd, our LGBTQI+ network, plays an active role in community
place a reporting mechanism so that we can report progress
building and sharing resources, for example by educating our
against this goal in 2023.
marketeers to portray the community in unstereotypical ways
and by working with senior leaders to be role models for
LGBTQI+ inclusion. Employee health and wellbeing
Protecting employee health and wellbeing is an important
priority – especially during periods of change. Based on
our latest annual UniVoice survey, employee sentiment on
wellbeing overall remained relatively high at 82%, albeit with
room to improve especially on supporting prioritisation.
Based on data and evidence, we have identified psychological
safety as a key enabler of high-performing teams in the
new Compass Organisation and a fundamental driver of
wellbeing. We have developed training for line managers to
build awareness around psychological safety and will roll this
out in 2023. We continue to grow our 4,000-strong network
of trained Mental Health Champion volunteers worldwide,
and offer support resources on mental health such as our
confidential Employee Assistance Programmes.
To support our employees' physical health, we have launched
a new whole person health programme called ‘Healthier U’
which prioritises employees in the highest-risk groups for
certain health conditions. It is now active in over 30 countries.

28 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Our People & Culture

Culture of integrity
Our focus is on high-performance and growth in line with our
culture and values, but not at any cost. Our Code of Business
Principles set clear expectations in terms of the standards of
conduct we expect from our employees. We review our Code
of Business Principles and Code Policies every year to ensure
they reflect the current operating context and the latest
legal requirements. Our zero-tolerance approach to bribery
continues to be supported through mandatory training and
initiatives delivered to our employees. We train our people
every year to prevent compliance breaches, and they are able
to report in confidence any concerns around business integrity
through our 24/7 Speak Up platform.
In 2022, we continued to simplify and improve the
whistleblowing process for users through expansion of local
Safety at work hotlines and interpreting services. On our website, we report
We remain strongly committed to the safety of our people the number of Code cases and subsequent actions for each
and contractors who work with us at our sites. Our safety of our five Code themes including countering corruption –
programmes are underpinned by a safety-first culture and covering, amongst other things, anti-bribery and avoiding
focus on identifying and managing key safety risks such as conflicts of interest.
road safety and working at heights. This year, across all areas of our Code of Business Principles,
A critical part of our safety culture is ensuring our people we received 1,279 Code reports, closed 1,088 reports (including
feel able to call out safety issues without fear of negative some from prior years) and confirmed 554 reports as breaches,
consequences. In 2022, we ran our second annual safety day which led to 314 people leaving the business. Our data on
involving our global workforce. The focus this year was on Code breaches provides insights into issues and where they
encouraging employees to call out unsafe behaviour and happen so we can prevent the behaviours that lead to them.
promote best practices.
During the year, we carried out a detailed analysis of safety
incidents to better understand the key factors that influence
safety risks. Our findings led to increased on-site safety
communications, training enhancements and safety
equipment trials for working at heights, such as smart
harnesses and drones. We have a strong focus on road safety
as it is a primary cause of injury in our logistics network. On top
of targeted global campaigns, we are addressing road safety
issues on a country-specific basis. For example, our India
business partnered with the Federation of Indian Chambers
of Commerce and Industry (FICCI) to jointly develop a cross-
industry Code of Conduct that outlines safe vehicle and driver
requirements.
In November 2021, we very sadly lost an employee who was
(a)
fatally electrocuted in Kenya. We want all our employees
to feel fully confident about the standards of safety in their
working environments, and we continue to review procedures
and introduce appropriate measures in order to minimise risks
and prevent accidents. Our Total Recordable Frequency Rate
(TRFR) returned to pre-Covid levels as more normal operations
have resumed. Our employee TRFR was 0.67 accidents per
(a)
million hours worked versus 0.55 in 2021.
(a) Fatality and TRFR reporting for the period 1 October 2021 to
30 September 2022.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 29
Planet & Society
The Unilever Compass sets out a clear vision to deliver winning
performance by being the global leader in sustainable business.
The Compass explicitly recognises that sustainability is a commercial driver. This Annual Report and Accounts outlines the
progress we are making against our Compass sustainability targets and how our brands are creating growth opportunities
and building resilience from sustainability and purpose. Our targets are summarised in the table below and commentary
on performance can be found by referring to the pages indicated. Pages 117 to 118 details our Sustainability Progress Index
which links the annual bonus for management employees – up to and including the Unilever Leadership Executive – to in-year
progress against selected Compass sustainability targets.

Win with our brands, powered by superior products, innovation and purpose

Improve the health of the planet

Climate action Protect and regenerate nature Waste-free world


■ Net zero emissions across our value ■ Deforestation-free supply chain in ■ 50% virgin plastic reduction by 2025
chain by 2039 palm oil, paper and board, tea, soy ■ 25% recycled plastic by 2025
Halve greenhouse gas impact of our and cocoa by 2023

■ Collect and process more plastic
products across the lifecycle by 2030 ■ Help protect and regenerate than we sell by 2025
Zero emissions in our operations 1.5 million hectares of land, forests

100% reusable, recyclable or
and oceans by 2030

by 2030 compostable plastic packaging
■ Replace fossil-fuel-derived carbon ■ 100% sustainable sourcing of our key by 2025
with renewable or recycled carbon in agricultural crops
■ Halve food waste in our operations
all our cleaning and laundry product ■ Empower farmers and smallholders by 2025
formulations by 2030 to protect and regenerate farm
Maintain zero non-hazardous waste
environments

■ Communicate a carbon footprint for to landfill in our factories
every product we sell ■ Implement water stewardship
programmes in 100 locations in
water-stressed areas by 2030
■ 100% of our ingredients will be
biodegradable by 2030
Supported by our €1 billion Climate & Nature Fund
Pages 32 to 41 and 60 Pages 32, 36 and 60 Pages 32 to 33 and 60

Improve people's health, confidence and wellbeing

Positive nutrition Health and wellbeing


■ €1.5 billion of sales per annum from plant-based products ■ Take action through our brands to improve health and
in categories whose products are traditionally using wellbeing and advance equity and inclusion, reaching
animal-derived ingredients by 2025 1 billion people per year by 2030. We will focus on:
■ Double the number of products sold that deliver positive ■ Gender equity
nutrition by 2025 ■ Race and ethnicity equity
■ 70% of our portfolio to meet WHO-aligned nutritional ■ Body confidence and self-esteem
(a)
standards by 2022
■ Mental wellbeing
■ 95% of packaged ice cream to contain no more than
Hand hygiene
22g total sugar per serving by 2025

Sanitation
95% of packaged ice cream to contain no more than

250 kcal per serving by 2025 ■ Oral health


■ 85% of our Foods portfolio to help consumers reduce their ■ Skin health and healing
(a)
salt intake to no more than 5g per day by 2022

Pages 33 and 61 Pages 34 and 61

(a) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet new Unilever Science-based Nutrition Criteria (USNC) by 2028.

30 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society

Win with our brands as a force for good, powered by purpose and innovation

Contribute to a fairer and more socially inclusive world

Equity, diversity and inclusion Raise living standards Future of work


■ Achieve an equitable and inclusive ■ Ensure that everyone who directly ■ Help equip 10 million young people
culture by eliminating any bias and provides goods and services to with essential skills by 2030
discrimination in our practices Unilever will earn at least a living ■ Pioneer new employment models and
and policies wage or income by 2030 provide access to flexible working
■ Accelerate diverse representation at ■ Help 5 million small and medium- practices to our employees by 2030
all levels of leadership sized enterprises grow their business ■ Reskill or upskill our employees with
■ 5% of our workforce to be made up by 2025 future-fit skills by 2025
of people with disabilities by 2025
■ Spend €2 billion annually with diverse
businesses worldwide by 2025
■ Increase representation of diverse
groups in our advertising

Pages 28, 34 and 61 Pages 34 and 61 Pages 28 and 61

Respect human rights

Respect and promote human rights and the effective implementation of the UN Guiding Principles,
and ensure compliance with our Responsible Sourcing Policy

Page 34

Our responsible business fundamentals

Business Safety Employee Product safety Responsible


integrity at work wellbeing and quality innovation
Page 29 Page 29 Page 28 Pages 72 and 76 Pages 32-33 and 35-36

Responsible Safeguarding Engaging with Responsible Committed to


advertising and data stakeholders taxpayer transparency
marketing
Page 33 Page 72 Pages 62-63 Pages 170-172 Pages 30-51

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 31
Planet & Society

Climate action One of the key parts of our approach to regenerating nature is
water stewardship. We have set a target to implement water
Our Climate Transition Action Plan (CTAP) outlines the actions stewardship programmes at 100 locations in water-stressed
we are taking to decarbonise our business and deliver our areas by 2030. Since we set this target, we have identified
net zero target. This Annual Report contains our second CTAP a number of our factories to introduce these programmes
Progress Report – see pages 35 to 41. at, and by the end of 2022 we had implemented eight.
Additionally, we are working with partners in the catchments
Protect and regenerate nature of these sites to improve rainwater capture and groundwater
recharge, as well as with local farming communities to
Our business is dependent on nature. That is why we have a improve water efficiency and yield. We are assessing new sites
plan to protect and regenerate the land, forests and water to expand our water stewardship programmes next year.
systems that we depend on and are critical to tackling
climate change. We believe our work to protect and regenerate nature will
increase our capacity to reduce GHG emissions, increase
Our work to protect and regenerate nature is guided by three biodiversity and protect water systems, within and beyond
things: delivering a deforestation-free supply chain by the our value chain. During 2022, we made progress towards
end of 2023 in five of our key commodities: palm oil, paper our target of helping to protect and regenerate 1.5 million
and board, tea, soy and cocoa; accelerating our transition hectares of land, forests, and oceans by 2030. By the end
towards regenerative agriculture; and the protection of water of 2022, we had played an active role in protecting and
resources. We also recognise the need to have a positive regenerating 0.2 million hectares. This year, we have
impact beyond our value chain and have committed to protect continued our partnerships with local governments as well
and regenerate 1.5 million hectares of land, forests and as Conservation International, WWF, IDH and Inobu as part of
oceans by 2030. our landscape projects across key palm oil production areas
Our aim is to operationalise deforestation-free supply chains in Malaysia and Indonesia. Additionally, we are working to
so that they become a standard way of working for our five key scale our efforts with our brands through our involvement in
commodities. We are on track to complete the implementation initiatives such as the Rimba Collective, of which we are a
of systems, processes and infrastructure to deliver a founding member.
deforestation-free supply chain for these key commodities
by the end of 2023. Our complex supply chain will require a Waste-free world
significant transformation in our sourcing of raw materials –
given the limited availability of deforestation-free commodity We have made progress across all our ambitious plastic
volumes and the highly volatile markets we face. At present, goals, including reducing our use of virgin plastic by rethinking
we are measuring and reporting volumes from areas of low- packaging designs, materials, and business models. While we
risk as this provides us with an interim measurement of our know there is still a lot more work to do, we remain committed
progress, while we continue to roll out a verification to our goals.
programme for deforestation-free volumes. We continuously review the quality of our sustainability
One way we are working to achieve a deforestation-free reporting to ensure that we are using the best available
supply chain is by investing in the transformation of our information, as our access to data and the accuracy of that
manufacturing infrastructure in North Sumatra. We believe data is improving all the time. This occasionally means that we
this will bring us closer to our suppliers and simplify our supply need to restate our historic performance to ensure that we are
chain, increasing our ability to source deforestation-free providing the most accurate view possible.
commodity volumes. In 2022, we began the upgrade of our Historically, we have measured and reported on our target
Unilever Oleochemicals facility, with a spend of €59 million to reduce the amount of virgin plastic we use by 50% by 2025
($63 million). €70 million ($75 million) is forecasted for further against a 2018 baseline. This baseline was developed using
upgrades in 2023. This will help us to source deforestation-free a combination of the best available data and estimates. We
palm kernel oil directly, with an aim to reach around 40,000 have been working hard to enhance our data accuracy and
smallholder farmers by 2025. have been able to develop a more complete view of the virgin
We are also focused on building resilience within our portfolio. plastic used in 2019 than we had for prior years. Consequently,
Where possible, we are diversifying the ingredients that we use we believe that this is a more robust baseline for measuring
by reducing our reliance on commodities that have a high risk subsequent performance. We have, therefore, updated our
of deforestation, such as palm oil, with lower-risk alternatives baseline year from 2018 to 2019, but are keeping our target
such as coconut oil. To enable such changes, we are currently as a 50% reduction on this new baseline by 2025.
adjusting the formulations of our products. As a result, we are restating our 2021 performance for virgin
Another part of our strategy is accelerating our transition to plastic reduction against the new baseline as -8% (previously
regenerative practices. In 2022, we continued to implement our -16%). In 2022, we delivered an additional reduction of -5% to
Regenerative Agriculture Principles, guiding our suppliers and give a cumulative reduction of -13%.
farmers on how to nourish soil and water, capture carbon and The reduction of our virgin plastic footprint has been achieved
restore land. We are building our regenerative agriculture through the increased use of recycled plastic, combined with
programme on the solid foundations and experience of our innovations that use less plastic. We’ve now increased our use
sustainable sourcing programme, which we have run for more of recycled plastic to 21% of our total packaging footprint – an
than a decade. In 2022, 81% of our key agricultural crops were increase of 3% on last year. Therefore, we are still on track to
sustainably sourced. Additionally, we are progressing towards meet our commitment of at least 25% by 2025. We continue to
our goal to empower farmers and smallholders to protect and focus our initiatives on our biggest brands for the greatest
regenerate farmland. Knorr has continued its programme in possible impact. For example, our laundry brand OMO (also
Arkansas, in partnership with a supplier, to reduce the known as Persil and Skip) uses 25% recycled plastic in its
environmental impact of rice production – increasing yield bottles, and up to 100% where possible. Across Europe
whilst reducing methane emissions and water use. This forms and North America, Hellmann's is also using 100% recycled
part of our large-scale regenerative agriculture programme mayonnaise bottles, while Dove uses 100% recycled plastic
which is growing with projects in new crops and an increasing in its bottles where technically feasible.
number of geographies.

32 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society

the Circulate Capital Ocean Fund – the world’s first investment


fund dedicated to preventing ocean plastic.
The challenges we face are industry-wide, primarily driven
by the lack of collection and recycling infrastructure. While
we’re working with partners to close this gap, we also need
policymakers to level the playing field for industry and help
facilitate the implementation of solutions at scale. That is why
we are advocating for a robust, legally binding UN Global
Plastic Treaty, which seeks to harmonise global standards
and set mandatory targets which will help reduce plastic
pollution. In September 2022, alongside more than 80 other
organisations, we joined the Business Coalition for a Global
Plastic Treaty.

Positive nutrition
We are also working hard to reduce the overall amount of As a global player in the foods industry with sizeable Nutrition
plastic used in our packaging. One of the ways we are doing and Ice Cream portfolios, we are aiming to increase the
this is by shifting to alternative packaging materials to help nutritional value of our products by reducing salt, sugar and
remove plastic entirely from some of our products. In France, calories in our foods and refreshments. Currently, 64% of our
our laundry brand Skip has introduced a new cardboard box products meet WHO-aligned nutritional standards against our
for its 3-in-1 laundry capsules, which is set to save around commitment to achieve 70% by 2022, while 82% of our portfolio
6,000 tonnes of plastic from our portfolio per year. In the helps consumers reduce their salt intake to no more than
UK, Carte D’Or switched its entire range from plastic packs 5g per day, against our commitment to achieve 85% by 2022.
to recyclable paper tubs, which is set to save 900 tonnes of Although we have made good progress towards both, due
plastic annually. to unprecedented supply chain challenges and raw material
shortages, we have not been able to innovate and reformulate
Reuse and refill initiatives are a key part of our plan to reduce our products at the pace or scale we had planned. As a result,
the amount of plastic we use. To date, we have conducted we have fallen slightly short of achieving these commitments
around 50 pilots and continue to expand our refill-at-home in 2022 – see page 61 for more on our performance. We remain
and dilute-at-home solutions to other brands and markets. committed to sugar and salt reduction, guided by our new
For example, we have had success with dilute-at-home OMO Unilever Science-based Nutrition Criteria (USNC) commitment
laundry detergent – which gained record market share in Latin which is described below.
America with its superior, sustainable, and affordable format.
In 2022, we also launched the first concentrated Dove Body Alongside our voluntary efforts on responsible marketing to
Wash in refillable aluminium bottles, as well as Vaseline’s children, we are improving the nutritional standards of our
classic petroleum jelly in refillable glass jars in China. ice cream products. In 2022, 94% of our packaged ice cream
sales volumes had less than 250 kcal per serving while 89%
55% of our plastic packaging portfolio is reusable, recyclable, of packaged ice cream sales volumes contained no more than
or compostable. This is our actual recyclability rate, based 22g total sugar per serving.
on the Ellen MacArthur Foundation's Global definition of
'recyclable'. This remains considerably lower than the We continue to drive our positive nutrition agenda across
percentage of our packaging that is ‘technically recyclable’ our Ice Cream and Nutrition portfolios. Our aim is to double
with existing technology, which has increased to 71% in 2022. the number of food products sold that meet Unilever's
We launched a packaging innovation for Signal and standards for positive nutrition, which include meaningful
Mentadent in France and Italy, which means that the amounts of ingredients such as vegetables and fruits, or
equivalent of 62 million toothpaste tubes sold during 2022 micronutrients. At the end of 2022, 48% of our portfolio offered
were technically recyclable. We also introduced recyclable positive nutrition. Brands such as Horlicks and Knorr are also
trigger sprays in Europe across a number of brands including tackling malnutrition through fortification. Since 2017, we have
Cif, Domestos and Lifebuoy. While we are making progress on delivered more than 236 billion servings of products fortified
implementing solutions that are technically recyclable, we with critical micronutrients.
know that this is only a first step – and that the development
Building on our nutritional standards work and positive
of the necessary recycling infrastructure will take longer.
nutrition agenda, we have decided to raise the bar on the
Another critical part of our plastic agenda is the collection nutritional profile of our Nutrition and Ice Cream products. By
and processing of more plastic than we sell by 2025. Achieving 2028, we want 85% of our servings to meet our new Unilever
this target helps us to tackle plastic pollution and increase Science-based Nutrition Criteria (USNC). These product-specific
the availability of high-quality recycled plastic in the market. criteria set thresholds for calories, sugar, salt and saturated
We’ve made good progress this year in helping to collect fat. We are also working with partners to incentivise
and process approximately 58% of our 2022 global plastic reformulation at scale and enhance the impact on public
packaging footprint. Our businesses in India, Indonesia and health. As a step towards this, in 2022 we were the first global
Vietnam are the latest markets to have collected and food company to publicly report on the performance of our
processed more plastic than they sold through physical product portfolio against six different externally endorsed
collection and the purchase of recycled plastic. Nutrient Profile Models. We are advocating for an industry-
wide standard Nutrient Profile Model that every food company
Across parts of Indonesia, we have expanded our network can report against.
of waste banks to around 4,000. These waste banks reward
people in the community for collecting, sorting and returning
used packaging, and in some cases trialling refill stations.
Our partnerships and industry collaborations enable progress,
such as our pledge with industry peers to collectively invest in

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 33
Planet & Society

Health and wellbeing providing targeted training and financial support to our value
chain partners. For example, in Pakistan we are working with
In line with our goal to improve health and wellbeing and a financial services platform to digitise payments between
advance equity and inclusion of 1 billion people per year by retailers and distributors. This gives retailers a secure and
2030, Dove, Lifebuoy, Signal/Pepsodent and Vaseline continue convenient way to pay our distributors, as well as access to
to take action on issues which resonate strongly with the core credit so they can extend their range of Unilever products
of the brand – such as body confidence and self-esteem, hand in store.
hygiene, oral health, and skin health and healing. In 2022,
we reached 667 million people through our brand purpose
health and wellbeing programmes. See Personal Care on
Future of work
page 17 and Beauty & Wellbeing on page 14 for more. We are taking a number of actions to future-proof our business
and our people against changes in the world of work. See Our
Equity, diversity and inclusion People & Culture on page 28 for more.

On top of the critical work we are doing in our business to


advance equity, diversity and inclusion (see page 28), we are
Human rights
also taking action in our advertising and with our suppliers. We aim to advance and promote respect for human rights in
As one of the world’s largest advertisers by spend, we have everything we do. In pursuit of this, we continue to implement
a responsibility to ensure our advertisements represent action plans relating to our salient human rights issues. For
the communities we serve. We are working to increase the example, we are using digital tools to assess social risks in our
representation of diverse groups in our advertising through supply chain, including land rights and forced labour – starting
our Act 2 Unstereotype programme. This looks at our end-to- with palm oil. We launched a Gender Equity Framework
end marketing process to give opportunities to under- designed to address gender discrimination in agriculture,
represented and under-served communities, both on-screen manufacturing and women-led last-mile distribution networks.
and behind the camera. While there is still more work to do, We also continue to make progress on the elimination of
we are encouraged by analysis from Kantar which found recruitment fees paid by workers in our supply chain, by
that we are industry leading on our progressive approach to actively monitoring remediation of identified cases.
representation in advertising. Kantar also found that our most As part of our human rights due diligence processes, this
progressive advertising has the potential to deliver almost year we commissioned independent Human Rights Impact
double the branded impact than the least progressive. Assessments in Brazil and the US. We also became a founding
We have committed to spend €2 billion annually with diverse member of the Fair Circularity Initiative to encourage the
businesses worldwide by 2025. These are businesses which adoption of principles on respecting the rights of waste
are owned, managed and controlled by members of under- collectors in the recycling industry’s informal sector, such
represented or minority groups in the country in which they as those that exist in India and Indonesia.
operate. In 2022, our spend reached €818 million thanks to the We expect our suppliers to conduct business with high
growth of our supplier diversity programme which is now live in standards of integrity, human rights and environmental
22 key markets. Through the programme, we are supporting sustainability. The proportion of spend from suppliers who met
our diverse suppliers to access skills, mentoring and finance. the requirements of our Responsible Sourcing Policy was 76% in
For example, in Kenya we are partnering with Citibank to offer 2022, a slight fall versus 2021 due to supply chain disruptions,
access to preferential financing for suppliers which are owned resource constraints in the social audit service industry, and
by women. labour shortages for remediation activities – which impacted
compliance rates. To reflect the evolving nature of our third
Raise living standards parties and value chain, in December 2022 we published our
Responsible Partner Policy, which replaces the Responsible
Millions of people depend on Unilever to earn a living and we Sourcing Policy. The new policy has a broader scope and
are already accredited as a global living wage employer by the includes guidance on reducing GHG emissions, minimising
Fair Wage Network. We are working to raise living standards waste, safeguarding nature and protecting personal data.
throughout our value chain. A key pillar of our approach is
our work to ensure that everyone who directly provides goods Please visit the Unilever UK website for our most recent Modern
and services to Unilever earns at least a living wage or income Slavery & Human Trafficking Statement.
by 2030. This year, our focus has been on the collaborative
manufacturing partners who are dedicated solely to Unilever
production. Some of our partners have already confirmed that
workers at collaborative manufacturing sites are being paid
a living wage.
We have made good progress in laying the foundations to
ensure that suppliers who provide core services to Unilever
also pay a living wage. Through a comprehensive advocacy
programme, we are asking for widespread adoption of
living wage commitments by all stakeholders, companies,
governments, NGOs and investors, and have started various
studies to demonstrate impact on workers and companies,

€818m
for example with Oxfam in India.
Supporting the small and medium-sized enterprises (SMEs)
in our value chain is another part of our approach to raising
living standards. Our goal is to help 5 million SMEs grow their
businesses by 2025. At the end of 2022, 1.8 million small retailer
stores used our digital platforms, enabling them to purchase
our products and in turn grow their business. We are also Spend with diverse businesses.

34 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report

Climate Transition Action Plan: Annual Progress Report

Working towards net zero Raw materials and ingredients


Unilever's Climate Transition Action Plan (CTAP), which is Emissions from our raw materials and ingredients represent
available on our website, outlines our climate targets and 59% of our GHG emissions. These emissions increased by 4%
the actions we will take to reduce greenhouse gas (GHG) from 2021 driven by changes in sales mix within our Nutrition
emissions in our business and value chain as we seek to make and Ice Cream Business Groups and changes in the reported
progress towards them. This is our second CTAP progress emissions of various raw materials, as a result of now having
report. It sets out our progress against strategic programmes improved emissions data. The improvements that we have
to deliver net zero, outlines how we are using our influence made to our data include the use of supplier data, rather
for change, and provides an analysis of our GHG emissions. than industry averages, for the production of soda ash (used
It also provides an update on our approach to climate in many of our Home Care products), and the use of more
governance, disclosure and emissions measurement, and accurate data for the specific types of chocolate and soy we
demonstrates how closely linked our climate actions are to use in our Nutrition and Ice Cream businesses.
delivering our nature goals. For more information on our goals Since emissions associated with raw materials are outside
to protect and regenerate nature, please see page 32. our direct control, we collaborate closely with our suppliers.
The complex nature of our business, operating across many In 2021, we announced the Unilever Supplier Climate
categories, product formats and geographies, means that Programme, which aims to accelerate the decarbonisation of
our pathway to net zero will consist of a significant number our shared supply chains across raw materials and ingredients
of initiatives which tackle our biggest emissions sources. The and packaging materials. For more details on packaging
work we have undertaken in 2022 has helped us to clarify and materials see pages 32 to 33.
prioritise these initiatives within each of our five Business We are targeting 300 priority suppliers for this programme
Groups. Our focus will now be on scaling these initiatives and during 2022, we ran a pilot with 35 raw material suppliers
over the short to medium term to deliver annual absolute of varying sizes and climate maturities, covering a range of
GHG emission reductions. industries and geographies. Suppliers participating in the pilot
were able to build their climate knowledge and develop expert
Our progress this year capabilities to calculate and share their GHG emissions data.
The feedback from this pilot is informing the roll-out and scale-
In 2022, we made good progress against our targets. We up of this important programme in 2023.
reduced the Scope 1 and 2 GHG emissions from our operations
by 13% versus 2021 (68% against a 2015 baseline). Our full Renewable and recycled ingredients
value chain Scope 1, 2 and 3 GHG emissions, on a per
While our business relies on chemicals derived from fossil
consumer use basis, reduced by 5% versus 2021 (19% against
fuels, we can reduce our emissions by transitioning towards
a 2010 baseline), which is another important step towards
ingredients which use renewable or recycled carbon. Our
halving the emissions of our products per consumer use
Home Care Business Group’s Clean Future strategy is at
by 2030.
the forefront of this pioneering approach, identifying
When we focus in on our Scope 1, 2 and 3 GHG emissions opportunities to replace fossil-fuel-based ingredients with
in scope of our net zero target ('our GHG emissions'), which renewable and recyclable alternatives.
excludes emissions from indirect consumer use, we see
Alternative ingredients are critical to our plans to achieve net
that whilst there was a reduction in product volumes in the
zero and will help us future-proof our portfolio by diversifying
measured period, our GHG emissions increased by 2%. The
our supply chains while offering consumers more sustainable,
progress we have made in reducing GHG emissions from our
lower emission products. This year we launched a €115 million
operations, packaging, logistics, and our retail emissions,
($120 million) joint venture with Genomatica, a US-based
was offset by an increase in emissions from raw materials and
biotech company, to commercialise and scale low-carbon
ingredients and an increase in direct consumer use emissions.
plant-based feedstock ingredients. We expect these
A table detailing our progress against our climate metrics and alternative ingredients to deliver GHG emission reductions
targets and an analysis of GHG emissions over the last three in the medium to long term.
years can be found in our climate metrics and targets section
on pages 38 to 41. The graphic above provides a breakdown of
our GHG emissions.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 35
Planet & Society: Climate Transition Action Plan Annual Progress Report

Deforestation-free supply chains and promoting Packaging materials


regenerative agriculture
Emissions associated with our packaging materials make
Forests play a key role in removing carbon from the up 13% of our GHG emissions. In 2022, our emissions from
atmosphere. We are working towards achieving our goal packaging reduced by 1% versus 2021, driven by a reduction
of a deforestation-free supply chain for palm oil, paper and in the use of virgin plastic which is made from a derivative of
board, tea, soy and cocoa by the end of 2023. This requires crude oil and natural gas. Read more about plastic packaging
close collaboration with a complex array of suppliers from on pages 32 to 33.
smallholder farmers to multinational companies.
Our operations
We are working towards this by investing in the transformation
of our manufacturing infrastructure. In 2022, we began the Despite the GHG emissions from our operations being
upgrade of our Unilever Oleochemicals facility in North relatively small at 2%, they are where we have the greatest
Sumatra, with a spend of €59 million ($63 million). €70 million influence. We are working to achieve a 100% reduction in our
($75 million) is forecasted for further upgrades in 2023. The aim operational Scope 1 and 2 GHG emissions from our factories,
of this project is to simplify our supply chain and allow us to offices, research laboratories and warehouses by 2030,
process oil from independent mills and smallholder farmers. against a 2015 baseline. In 2022, we reduced our operational
Read more about our progress to achieving our deforestation- GHG emissions by 13%. This means that in total we have
free target on page 32. reduced our operational GHG emissions by 68% versus 2015,
putting us on track to achieve our interim target of a 70%
Our regenerative agriculture programme plays an important reduction by 2025. We are making progress by converting to
role in transforming our value chain to enable us to achieve renewable electricity and energy while, at the same time,
our net zero goals. In 2022, supported by our Climate & Nature improving our energy efficiency.
Fund, our Knorr brand has established pilot projects to reduce
the environmental impact of the ingredients used in its
Renewable electricity
products. Knorr will launch 50 projects in collaboration with
farmers to lower and sequester GHG emissions and reduce In 2022, 93% of our electricity was from renewable sources,
water consumption, while improving biodiversity, soil health an increase of almost 7% since 2021. We report in line with
and livelihoods. These form part of our overall regenerative RE100’s best practice on renewable electricity reporting,
agriculture programme. Read more about regenerative which means that we only report electricity as 'renewable'
agriculture on page 32. when the accompanying Renewable Energy Certificates (RECs),
originate in the same market in which we are operating. We
also include renewable electricity generated at our factories,
Climate & Nature Fund such as the electricity from our combined heat and power
plants (CHPs) and on-site solar installations.
Our Climate & Nature Fund is a commitment to invest
€1 billion by 2030 in climate, nature and waste projects. It Renewable energy
aims to connect value chain transformation with our brands
Decarbonisation of the energy we use to generate heat is
and will help us to take targeted action to address climate
critical in the next phase of our strategy to achieve our 2030
change, protect nature and grow responsibly, ultimately
operational emissions goal, including 100% renewable thermal
helping us achieve our net zero ambition. By the end of
energy. In 2022, over a third of our thermal energy came from
2022, we had spent and committed over €200 million.
renewable sources. Our factories also achieved a full year of
production without direct coal use in our operations. In June
Low-carbon dairy 2022, we responded to the growing external debate on the
sustainability of biogenic fuel sources with the publication of
Dairy products are a priority raw material used by our Ice the Unilever position on the sustainable sourcing of biofuels.
Cream brands such as Wall’s, Magnum and Ben & Jerry’s.
Cows emit large amounts of methane – one of the most Energy efficiency
potent greenhouse gases. Lowering GHG emissions from dairy
products is therefore essential for the delivery of our net zero We are focused on improving energy efficiency and in 2022,
goal. As well as exploring the use of regenerative farming our factories reduced their operational energy consumption
practices to reduce the GHG emissions of our dairy value chain, by 4%, versus 2021. In 2022, we invested €37 million in capital
we are evaluating new technologies to reduce dairy emissions expenditure projects via our Clean Technology Fund. These
at source. projects were mainly focused on renewable energy and
resource efficiency, and we estimate that they will result in an
In 2022, in the US and Europe, we launched a pilot through 88,000 tonne reduction in GHG emissions across their lifecycles.
our Ben & Jerry’s brand to work with 15 dairy farms with the We also use an internal carbon price of €70 per tonne of CO2
aim of reducing emissions by up to half by 2024. to inform our investment decision-making.

Plant-based foods Food waste


Another part of our climate transition strategy is to introduce Tackling food waste helps to mitigate climate change,
more plant-based options into our Ice Cream and Nutrition address food insecurity, protect natural resources and deliver
portfolios, increasing sales of dairy alternatives and meat economic benefits. That is why we are aiming to halve food
replacement products. In 2022, Unilever Nutrition and Ice waste in our operations by 2025 (measured in tonnes rather
Cream achieved €1.2 billion in sales from plant-based than CO2e). In 2022, our company-wide food waste warrior
products. In our Ice Cream business, our non-dairy, plant- programmes resulted in good progress against this goal,
based portfolio represents 8% of the Business Group's turnover. and reduced food waste per tonne of food handled in our
In 2022, we launched new vegan products, including Magnum operations by 17%, versus a 2019 baseline.
Vegan Mini Classics.

36 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report

Logistics and distribution


Downstream logistics and distribution make up 3% of our GHG
emissions. Emissions from upstream logistics and distribution
are included in the raw material and ingredients category.
In 2022, we reduced our total logistics emissions by 7% versus
2020. One of the ways we have achieved this is by reducing the
number of kilometres travelled, by 11% versus 2020.
We are also piloting new alternative fuels and zero emission
technologies in collaboration with our logistics partners. For
example, in the Netherlands, we have been trialling zero
emission refrigeration technology for transporting our ice
cream products which uses electricity instead of diesel.
We strongly support the transition to electric vehicles (EVs)
and have committed to 100% EVs or hybrids in our global car
fleet by 2030. EVs and hybrids currently make up over 8% of
Product end of life
our fleet.
The disposal of waste products and packaging, including the
In 2022, we conducted a pilot in Italy and Denmark
biodegradation of product formulations after their use, makes
to understand the carbon emissions of our customer
up 11% of our GHG emissions.
development operations and identify the areas of greatest
impact to inform our actions in 2023 and beyond. Our goal is that 100% of our ingredients will be biodegradable
by 2030. We want consumers to be confident that the products
Retail emissions from ice cream freezers
they use will not leave a physical trace in the environment. We
Ice cream freezers in retail stores make up 10% of our GHG are therefore focusing on product reformulation to replace
emissions. Retail emissions decreased by 5% from 2021, the small percentage of our ingredients which do not meet
primarily as a result of the wider industry energy grid our biodegradability standards. We are also using new
decarbonisation and our continued transition to lower biodegradable ingredients such as coconut oil instead of
impact point-of-sale cabinets. silicone in our Hair Care portfolio.
This year, we continued the progress made in 2021 and We recognise that this goal creates a tension with our net
all new freezers we purchased used lower carbon, natural zero target because when products biodegrade, they break
hydrocarbon refrigerants. We estimate that over 95% of our down into their component parts, which could include CO2,
3 million freezers now use these refrigerants. We also continue producing additional emissions. Therefore, we remain focused
to invest in energy efficient freezers, with the average energy on increasing our use of renewable and recycled ingredients
use per unit falling by 2.5% compared to 2021. which will lower GHG emissions as our products biodegrade.
For more details, please see our update on renewable and
In 2022, we completed a market trial in Germany of recycled ingredients on page 35.
‘warming up’ freezers from -18°C to -12°C, to reduce energy
consumption. The result of this trial was positive: with suitable
product formulations, we can achieve an energy saving of up
Halving the GHG impact of our products
to 30% while not compromising on ice cream quality. A second across the full product lifecycle
trial will follow in Indonesia in 2023. Around two-thirds of our products' full value chain GHG
emissions come from their use by consumers (indirect
Direct consumer use (HFC propellants) consumer use). This includes, for instance, the energy used by
washing machines and hot water used for showering. There is
Propellants are used in aerosol products: hair sprays, body
a limit to how much we can influence emissions from product
sprays and deodorant sprays. In the US, Volatile Organic
use as consumers make their own choices on how long they
Compound (VOC) regulations restrict the use of the
shower, which energy provider they use, and how efficient
hydrocarbon propellants that we use elsewhere. Instead,
their home appliances are. We are therefore reliant, as many
hydrofluorocarbon (HFC) propellants are used to reduce the
companies are, on the decarbonisation of the energy grid
VOC levels in aerosol products in the US. HFC propellants
to reduce our downstream indirect use emissions. We are
typically have a Global Warming Potential (GWP) of around
advocating for system-wide change, such as the acceleration
120, meaning they are 120 times more potent than carbon
of renewable energy globally. In 2022, we were awarded the
dioxide in contributing to global warming. As a result,
RE100 Market Trailblazer award for our commitment to driving
HFC propellants in North America make up 2% of our
market change through our electricity procurement approach
GHG emissions.
and our external policy advocacy.
In 2022, GHG emissions from direct consumer use of sold
In 2022, our indirect consumer use emissions fell by 11% from
products increased by 15% from 2021. This was driven by a
2021. This was driven by a number of factors, across many
post Covid bounce back in the sales of hair sprays, deodorant
of our key markets: grid energy decarbonisation in the UK,
sprays and body sprays in the US. Additionally, a change in
Germany, the Netherlands and Turkey, sales mix changes and
the US regulation which requires a lowering of VOCs led to
higher product volume growth in markets where cold washing
an increase in the HFCs used in the short term. However,
and handwashing is predominant. This reduction in indirect
we believe this regulatory change will, in the future, enable
consumer use emissions was the primary driver of the 5%
innovation on alternative propellant systems to facilitate
reduction in our full value chain GHG emissions per consumer
significantly lower GHG emissions from hair sprays, dry
use since 2021.
shampoos, deodorant sprays and body sprays. We remain
committed to leading the development of alternative, low
GWP propellants and formats. For example, in 2022 our natural
Personal Care brand Schmidt’s launched an innovation which
uses nitrogen-propelled air spray in the US.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 37
Planet & Society: Climate Transition Action Plan Annual Progress Report

Using our influence Our climate metrics and targets


We are using our voice to advocate for systematic change We use a number of key metrics and targets to assess and
that will help us, and others, achieve our climate goals in manage climate risks and opportunities across our full value
line with the Paris Agreement. In 2022, our policy advocacy chain. Two of the targets have been recognised as science-
priorities included: based by the Science Based Targets initiative ('SBTi'):
■ Securing high ambition outcomes in emerging frameworks ■ Reduce in absolute terms our operational (Scope 1 and 2)

around net zero targets and climate transition plans. emissions by 100% by 2030 against a 2015 baseline, with
■ Helping to shape the evolution of the voluntary carbon an interim goal to achieve a 70% reduction by 2025 against
market in a way that supports additional financial flows a 2015 baseline (medium-term emissions target).
to forest protection and nature regeneration, without ■ Halve the full value chain emissions (Scope 1 to 3) of our

removing the pressure on companies to reduce emissions. products on a per consumer use basis by 2030 against
■ Continuing to push for high ambition policy outcomes a 2010 baseline (medium-term intensity target).
within international forums such as the COP27 climate
While our operational target is consistent with the 1.5°C
summit and the G20.
ambition of the Paris Agreement, our full value chain target
This work was primarily conducted in partnership with is consistent with a 2°C temperature increase. This is because
other businesses through coalitions, and through direct it was set in 2010 and validated by the Science Based Targets
engagement and advocacy with policymakers in a number initiative before the 1.5°C validation was introduced.
of key markets. We have a target to achieve net zero emissions by 2039. We
Our CEO Alan Jope continued to support the UK COP26 are currently completing a review of our 2030 full value chain
Presidency as a member of the COP26 Business Leaders Group. target and intend to submit an updated target, along with our
We also attended COP27, working in partnership with groups net zero target, to SBTi for validation in 2023.
such as the We Mean Business Coalition, to call for higher We also have a number of nature, waste and nutrition related
ambition national climate plans, increased finance for climate targets which play an important role in tackling climate
mitigation and adaptation in vulnerable countries, and energy change.
and food systems transformation, including the building
of more resilient and sustainable food chains through
regenerative agriculture.
We are conducting a global trade association review. As
part of this, we are assessing whether trade associations are
aligned with the Paris Agreement, our climate policy position
and sustainability commitments. We disclose a list of our
principal trade associations by region on our website. In 2022,
we also supported the launch, at COP27 Sharm El-Sheikh, of
the Corporate Knights Action Declaration on Climate Policy
Engagement.

Governance and disclosure


Governance
Full details of our climate governance are included in our TCFD
reporting on page 42. In 2022, we introduced new internal
governance mechanisms to oversee progress against our
climate goals. These included the creation of a quarterly
sustainability review undertaken by the Unilever Leadership
Executive where progress against climate and other
sustainability targets is reviewed.

Disclosure
We believe that transparency on our GHG emissions and
the progress we are making towards our targets is key
to delivering our net zero goal. In addition to the climate
disclosures in our Annual Report and Accounts, we provide
detailed information on our climate strategy and performance
to CDP, the leading disclosure platform. In 2022, we received a
rating of A for both Climate and Forests and A- for our Water
disclosures based on our submissions of 2021 data. Our CDP
submissions are publicly available on our website.

38 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report

Progress against climate metrics and targets


The table below shows our progress against the key metrics and targets that we are currently able to measure. Refer to pages 35
to 38 for further details on our progress.

Metrics and targets Note 2022 2021 2020


(a)
Net zero GHG emissions across our value chain by 2039 (million tonnes CO2e) 1 34.31 33.74 35.67
Scope 1 and 2 GHG emissions (Unilever operations)
Reduce GHG emissions in our operations by 100% by 2030 (reduction in emissions from
(b) †
energy and refrigerant use in our operations since 2015) 2 '-68% -64% -58%
(b)
100% renewable electricity in our operations 3 93% 86% 80%
(b) †
Energy use in GJ per tonne of production in our manufacturing sites 1.22 1.23 1.21
(b) †
CO2 emissions from energy use in kg per tonne of production in our manufacturing sites 30.35 34.06 38.93
(a)
100% EVs or hybrids in our global car fleet by 2030 8% – –
Scope 1, 2 and 3 GHG emissions (Unilever operations, upstream and downstream)
Estimated 40%-50% reduction in logistics emissions by 2030 (% change since 2020) -7% – –
(a)
Halve greenhouse gas impact of our products across the lifecycle by 2030 (% change since
Θ
2010) 4 -19% '-14% -10%
Nature
100% sustainable sourcing for key agricultural crops 81% 79% –
Implement water stewardship programmes in 100 locations in water-stressed areas
by 2030 8 – –
Help protect and regenerate 1.5 million hectares of land, forests and oceans by 2030

(hectares) 0.2m 0.1m
Waste
(a)
25% recycled plastic by 2025 21% 18% –
(c)
Halve food waste in our operations by 2025 (% change since 2019) -17% '-4% –
Nutrition
€1.5 billion of sales per annum from plant-based products in categories whose products
are traditionally using animal-derived ingredients by 2025 €1.2bn – –
Supported by:
€1 billion Climate & Nature Fund – spent and committed €0.2bn 0 –

† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for the 12 month period ended 30 June.
(b) Measured for the 12 month period ended 30 September.
(c) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.

Notes on metrics and targets

Note 1: Analysis of GHG emissions


2022 – 2021
GHG emissions (million tonnes CO2e) 2022 2021 2020 % change
(a)
Scope 1 and 2 GHG emissions: Unilever operations (Note 2) 0.62 0.71 0.82 -13%
(b)
Scope 3 GHG emissions 33.69 33.03 34.85 2%
Raw materials and ingredients 20.16 19.35 19.32 4%
Packaging materials 4.54 4.60 4.53 -1%
(c)
Downstream logistics and distribution 1.00 1.02 2.78 -2%
Retail ice cream freezers 3.55 3.75 4.01 -5%
Direct consumer use (HFC propellants) 0.82 0.71 0.77 15%
Product end of life 3.62 3.60 3.44 1%
Scope 1, 2 and 3 GHG emissions in scope of net zero target 34.31 33.74 35.67 2%
(b)
Scope 3 GHG emissions – indirect consumer use 57.54 64.87 65.76 -11%
Total Scope 1, 2 and 3 GHG emissions 91.85 98.61 101.43 -7%

(a) Measured for the 12 month period ended 30 September.


(b) Measured for the 12 month period ended 30 June.
(c) The change in our logistics and distribution emissions between 2020 and 2021 is a result of a move from using industry-standard global GHG emission conversion
factors to industry-standard regional GHG conversion factors in our calculations.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 39
Planet & Society: Climate Transition Action Plan Annual Progress Report

GHG emissions consist of our measured Scope 1 and 2 value chain GHG emissions figure by a simple extrapolation
emissions plus an estimate of our Scope 3 emissions. of the calculated GHG emissions from the 14 countries.
Scope 1 encompasses direct GHG emissions from energy As set out in our CTAP, and in line with the SBTi’s approach,
generated from fossil fuels such as gas and oil, as well as the GHG emissions included in the scope of our net zero target
emissions from refrigerants. Scope 2 encompasses indirect ('our GHG emissions') exclude the indirect consumer use
GHG emissions from the on-site generation and purchase emissions associated with our products.
of electricity according to the ‘market-based method’ and
We are on a continuous journey to update and improve the
purchased thermal energy.
accuracy of our reported emissions by reducing the level of
Scope 1 and 2 GHG emissions come from energy and estimation and by replacing the use of industry averages with
refrigerants used in our own operations, largely in our factories more specific supplier data. These changes can affect both the
which produce most of our emissions. emissions in a baseline year for our approved targets and the
annual emissions we report.
Scope 3 GHG emissions are estimated by measuring the
emissions of a representative sample of approximately Measuring Scope 3 emissions is challenging for most
3,000 products across 12 categories and 14 countries through companies with measurement methodologies reliant on
a detailed footprinting exercise. For each representative estimations and the use of industry-average data. Following
product, internal and external data sources are used to a successful pilot earlier this year, through the Partnership for
represent various lifecycle activities and inputs (for example, Carbon Transparency (PACT), hosted by the World Business
specification of product, energy for site of manufacture and Council for Sustainable Development, we have now
consumer use data). The GHG emissions impact of ingredients successfully exchanged emissions data with several partners.
and packaging are obtained from external databases (based This work demonstrates proof of concept for what we believe
on industry averages) or internal expert studies. will be a significant shift in the way that Scope 3 emissions are
standardised, measured and reported in the future.
We then extrapolate the results at a country level across the
unsampled products to obtain the estimated GHG emissions
for each of the 14 countries. These 14 countries account for
60-70% of our total sales volumes. We estimate our global full

Note 2: Analysis of GHG emissions in our operations

Scope 1 and 2 GHG emissions (million tonnes CO2e) 2022 2021 2020
(a)
Scope 1 GHG emissions 0.50 0.56 0.60
Renewable energy 0 0 0
Non-renewable energy 0.48 0.54 0.59
Refrigerants 0.02 0.02 0.01
(a)
Scope 2 GHG emissions 0.12 0.15 0.22
Purchased renewable electricity 0 0 0
Purchased non-renewable electricity 0.03 0.06 0.13
Purchased renewable thermal energy 0 0 0
Purchased non-renewable thermal energy 0.09 0.09 0.09
Total Scope 1 and 2 GHG emissions 0.62 0.71 0.82
Reduction in Scope 1 and 2 GHG emissions from energy and refrigerant use in our

operations since 2015 (%) '-68% -64% -58%

† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the 2022
Unilever Basis of Preparation for assured metrics, see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
(a) Measured for the 12 month period ended 30 September.

40 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Climate Transition Action Plan Annual Progress Report

Note 3: Analysis of renewable and non-renewable electricity in our operations

Renewable electricity (% of kWh) 2022 2021 2020


On-site renewable self-generation 1.4% 2.5% 1.0%
Purchased renewable electricity: 91.6% 83.8% 78.8%
On-site Purchase Power Agreements 0.4% 0.3% 0.5%
Off-site Purchase Power Agreements 12.1% 9.8% 15.3%
Green electricity products from an energy supplier (green tariffs/bundled RECs) 18.0% 24.5% 18.8%
Green electricity purchased in markets with greater than 95% renewable grid 0.2% 0.2% 0.1%
Unbundled RECs bought in market 69.3% 65.2% 65.4%
Total renewable electricity 93.0% 86.3% 79.8%

Non-renewable electricity (% of kWh) 2022 2021 2020


On-site non-renewable electricity generation (e.g. gas-fired on-site CHP) 3.6% 7.5% 7.7%
Purchased non-renewable electricity (e.g. non-grid transfer of CHP) 0.1% 0.1% 5.8%
Unbundled RECs bought in an adjacent market 3.3% 6.1% 6.7%
Total non-renewable electricity 7.0% 13.7% 20.2%

Note 4: Analysis of GHG emissions per consumer use

GHG per consumer use 2022 2021 2020


Θ
GHG impact per consumer use (grams CO2e) 41.4 43.6 45.6
Θ
Reduction in GHG impact per consumer use since 2010 (%) -19% '-14% -10%

Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.

Our 2030 full value chain GHG emissions target is expressed on a 'per consumer use' basis. This means a single use, portion or
serving of a product. This target covers Scope 1, 2 and 3 emissions across the full value chain including both direct and indirect
consumer use emissions. Consumer use is based on either consumer habits studies or on-pack recommendations. In cases where
relevant consumer habits studies are unavailable, internal expert opinion is also used.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 41
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Task Force on Climate-related Additional ULE subcommittees are also in place to support
our climate agenda and ULE decision-making, including:
Financial Disclosures statement ■ Business Operations Sustainability Steering Committee:

Provides strategic guidance on implementation of our


The following statement, which Unilever believes is consistent Climate, Nature and Social Compass commitments within
with the Task Force on Climate-related Financial Disclosures our extended supply chain. Chaired by our Chief Business
(TCFD) Recommendations and Recommended Disclosures, Operations Officer, attended together with our Chief
details the risks and opportunities arising from climate Sustainability Officer (CSO), Chief Procurement Officer
change, the potential impact on our business and the actions and Head of Sustainable Business and Reporting.
we’re taking to respond. We also integrate climate-related ■ Climate and Nature Investment Committee: Evaluates
disclosures throughout this Annual Report and Accounts,
and approves investment proposals, reviews progress
including in our Climate Transition Action Plan (CTAP) Annual
against key milestones for the Climate & Nature Fund,
Progress Report on pages 35 to 41. A detailed breakdown
of our emissions can be found on page 39. See our website our €1 billion commitment to commercialising sustainability
for our CTAP. through disruptive transformations of our value chain.
Chaired by our Chief Business Operations Officer together
with our CSO, Chief R&D Officer, Head of Sustainable
Governance
Business and Reporting and our five Business Group
The overall governance structure for managing Unilever’s Presidents.
climate risks and opportunities is the same as for any of
Unilever’s other key risks and opportunities i.e. all of the Each Business Group has a sustainability lead to ensure that
following play a key role in governance: the Board, the Board sustainability risks and opportunities are embedded into their
subcommittees, ULE, ULE subcommittees, Business Group strategies and performance is monitored.
leadership teams, specialist management governance groups We also have a specialist Corporate team, the Global
and specialist teams together with the support of relevant Sustainability Function, led by our CSO. This team supports the
policies and procedures applied by everyone in the business. Business Group teams in developing their business strategies
Whilst the Board takes overall accountability for the whilst also driving transformational change across markets
management of all risks and opportunities, including climate through advocacy and partnerships. Our CSO also chairs the
Unilever Next Gen Sustainability Council which is a collective
change (see page 67), our CEO is ultimately responsible for
of young advocates, who are independently connected to
oversight of our climate change agenda. The Board delegates
broader youth bodies. The Council aims to capture the voice
specific climate change matters to each of the Board and expectations of young people across key sustainability
subcommittees: issues.
■ The Corporate Responsibility Committee – oversees the

development of Unilever’s sustainability agenda (which In addition, included within the Supply Chain, R&D and Finance
includes climate matters), the progress against that agenda, corporate functions, we have teams of experts who are
focused on the sustainability agenda which includes climate-
including performance against specific targets, whilst also
related matters. Their activities include developing relevant
reviewing sustainability-related risks, developments and
policies and procedures e.g. responsible sourcing, sustainable
opportunities (see page 107). capex and metric definitions (scope and calculation
■ The Audit Committee – oversees the non-financial
methodologies).
disclosures in our Annual Report and Accounts, which
includes climate-related disclosures. This includes reviewing We regularly engage with our investors on a wide range of
sustainability matters including our climate strategy. In 2021,
the scope and results of any internal and external assurance
we achieved shareholder support for our CTAP through an
activities obtained over the disclosures (see page 102).
advisory vote at our AGM. We will continue to have an advisory
■ The Compensation Committee – supports the sustainability
vote on the CTAP every three years.
strategy which includes the climate strategy through
alignment of Unilever’s incentive plan to the sustainability Remuneration for management employees – up to and
agenda and ambitions (see page 112). including the ULE – continues to be formally linked to
performance against climate change goals. Their reward
■ The Nominating and Corporate Governance Committee –
packages include fixed pay, a bonus as a percentage of fixed
is responsible for ensuring that the composition of the Board
pay and eligibility to participate in a long-term Performance
provides sufficient skills and experience in sustainability Share Plan (PSP).
matters including climate change to deliver on the
sustainability agenda (see page 98). The PSP is linked to financial and sustainability performance,
■ The Board is supported by ULE and the Sustainability
guided by our Sustainability Progress Index (SPI), which
accounts for 25% of the total PSP award. The SPI in 2022 is
Advisory Council. The Council is made up of seven
determined by considering performance against a number
independent external specialists in social and
of sustainability targets – see page 117 for details.
environmental matters and meets twice a year to guide
and critique our strategy. The ULE discuss key strategic See pages 117 to 118 for more on PSP including the role
sustainability matters at least quarterly. During 2022, of the Board’s Compensation Committee and Corporate
climate change matters were discussed at each meeting Responsibility Committee in determining how the PSP
including progress against our climate-related Compass operates, and the SPI outcome each year.
goals. The specific topics discussed included our net zero
roadmaps, changes in the SBTi guidelines and implications
on our targets, and Climate & Nature Fund progress and
priorities.

42 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Strategy and risk management infrastructure development and deployment of new


technologies.
Climate change is a principal risk to Unilever which has the
potential – to varying degrees – to impact our business in the The IPCC also sets out multiple pathways that the world
short-, medium- and long-term. We face potential physical could take to limit global warming to 1.5°C. The nature
environment risks from the effects of climate change on our of the pathway taken significantly impacts the risks and
business, including extreme weather and water scarcity. opportunities that a business will face.

Potential regulatory and transition market risks associated In assessing the material risks and opportunities Unilever
with the shift to a low-carbon economy include changing would face in a world focused on achieving 1.5°C we have
consumer preferences and future government policy and reviewed in detail two pathways, ‘proactive’ and ‘reactive’,
regulation. These also present opportunities. The potential that we assessed as more likely than other more extreme
impacts of climate change are taken into account in possible pathways. In the ‘proactive’ route, there is an early
developing the overall strategy, our Business Group strategies and steady reduction of emissions as a result of a fast
and financial plans. response from all economic actors, meaning there is less
dependence on technological advancements to remove
More detail on these risks, opportunities and the mitigating carbon from the atmosphere in the second half of the century.
actions we’re taking can be found on pages 44 to 51. Conversely, in the ‘reactive’ route, significant action by
The process for assessing and identifying climate-related economic actors is delayed to 2030, after which a very rapid
risks is the same for each of the principal risks and is described transition across all actors is required, accompanied by
on page 67. The risks are reviewed and assessed on an deployment at a very large scale of low-carbon energy and
ongoing basis and formally at least once per year. For each carbon removal activities and technology.
of our principal risks we have a risk management framework
detailing the controls we have in place, who is responsible for
managing both the overall risk and the individual controls
mitigating it. We monitor risks throughout the year to identify
changes in the risk profile.
We regularly, where appropriate, carry out climate-related risk
assessments at site level, supplier level, as well as innovation-
project level. Climate-related risks are managed by the team
relevant to where the risk resides. For example, climate risks in
relation to commodities in the supply chain are managed by
our procurement team.

Understanding financial impact: scenario analysis


We have conducted several high-level scenario analyses on
the potential impacts of climate change to help us consider
and adapt our strategies and financial planning. In prior
years, we have reported the potential financial impacts of
climate change on our business in 2030 if average global
temperatures were to rise by 2°C and 4°C above pre-industrial
levels by 2100. This analysis led us to understand that limiting
warming to 2°C would primarily expose us to economic and
regulatory transition risks, whereas a 4°C warming level would
expose us to unprecedented physical risks. In 2021, as new
scientific evidence was released by the UN’s Intergovernmental
Panel on Climate Change (IPCC) and the global consensus
around the need for governments to commit to a 1.5°C world
strengthened, we extended our scenario analyses to assess
the impacts of a 1.5°C temperature increase above pre-
industrial levels by 2100 on our business in 2030, 2039
and 2050.

Understanding and modelling the potential financial


impact on the business in 2030, 2039 and 2050 of
limiting global warming to 1.5°C
Proactive route Reactive route
The IPCC’s sixth assessment report (AR6), the most up-to-
■ Aggressive and persistent ■ Gradual regulation by
date compendium from the global scientific community on
climate change, states that limiting warming to 1.5°C above regulation from today 2030, very aggressive
pre-industrial levels is necessary to prevent the severe ■ Dramatic changes to post-2030
environmental consequences that are likely to occur in a 2°C lifestyle from today, ■ Continuation of historical
warmer world, and the catastrophic impacts that would towards minimising societal trends until 2030,
materialise if temperatures rose by 4°C. climate impact and social then rapid pivot
inequality ■ Major reliance on
However, it also noted that achieving a 1.5°C world would
Reliance on available and technologies that are not
still imply major disruption and would necessitate a fast and

aggressive transition of our global economy, encompassing proven technologies yet proven to scale
policy and regulation, production and consumption systems, ■ Lower reliance on carbon ■ Higher reliance on carbon
societal and economic structures and behaviours, and removal technologies removal technologies

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 43
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Risks and opportunities assessed in creating our Key risks and opportunities
1.5°C scenario Out of all the risks and opportunities we assessed as part of
In creating our 1.5°C scenario analysis, we took the two our 1.5°C scenario assessment, there are 11 which we believe
pathways and considered the five broad types of risks and are significant and could at some time in the future be
opportunities using the TCFD risk framework: Regulatory risks; material to our business. We have combined the outputs
Market risks; Physical environment risks; Innovative products from the ‘proactive’ and ‘reactive’ analyses since the risks and
and services opportunities; and Resource efficiency, resilience, opportunities are similar, with the differences only being in the
and market opportunities. We identified approximately 40 size and timing of impact. Due to the nature of climate risks
specific risk and opportunity areas which could impact us in and opportunities we are monitoring them across a number
2030, 2039 and 2050, each of which we assessed qualitatively, of time horizons. Short term (up to three years) – this aligns
supported where possible with high-level quantitative with our three-year strategic plans, medium term (three to
assessments. The assessments are based on financial ten years) and long term (beyond ten years).
scenarios and do not represent financial forecasts. They Where we have been able to quantify the risk, the ranges
exclude any actions that we might undertake to mitigate represent potential impacts of the different pathways.
or adapt to these risks.
Actions to mitigate the risks and capitalise on the
The quantitative assessments were developed to understand opportunities have been consolidated into our Compass
high-level materiality and order of magnitude financial impact strategy (page 4) and our CTAP (pages 35 to 41).
rather than perform detailed simulations or forecasts on the
long-term future of markets and products. Below we summarise the 11 risks and opportunities. Given
the nature of our products, all of the risks noted below are
The data used was from internal environmental, operational, applicable to all our Business Groups and there are only
and financial data and external science-based data and modest variations in their relative significance for each
assumptions from reputable and broadly used sources such Business Group. For more details on key targets, see pages 60
as the IPCC or the International Energy Agency. to 61.

Regulatory risks
Risk Management of risk

Carbon tax Actions:


This includes carbon taxes and voluntary removal or offset We have developed a CTAP which sets out in detail activities
costs. Tightening regional or national regulations as well as to reduce our carbon emissions. For example, our eco-
climate commitments across individual businesses could drive efficiency programmes aim to reduce energy demand and
widespread implementation of these taxes or market schemes. emissions in our operations, and beyond our operations,
This could translate into rising direct and indirect costs linked we are working with agricultural raw material suppliers on
to carbon emissions, where the strongest impact would likely climate-smart agriculture and aim to cut emissions from
be on costs of sales linked to raw materials, production, and energy use in more than 3 million point-of-sale ice cream
distribution emissions. Carbon taxes on household emissions cabinets.
or costs passed through to our consumers linked to household
We support the use of internal carbon pricing as a tool to
emissions may impact their disposable income and ultimately
help us achieve our zero emissions goal. We use an internal
their purchasing power.
carbon price of €70 per tonne to inform our investment
decision-making.
Impact on Business Groups
All Business Groups could be impacted by carbon taxes or Key targets:
voluntary removal costs. Per unit of consumption, our Ice Cream
business has the highest carbon emissions from the use of ■ Halve greenhouse gas impact of our products across the

dairy ingredients and the energy used in ice cream storage/ lifecycle by 2030
transport/point-of-sale freezer cabinets. The highest absolute ■ Zero GHG emissions in our operations by 2030

carbon emissions from sourcing materials, production and ■ Net zero GHG emissions across our value chain by 2039

distribution, is in Home Care whereas it is lowest in Beauty &


Wellbeing.
Timeframe: Medium term to long term

44 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Regulatory risks continued


Risk Management of risk

Land use regulations Actions:


These could drive reforms to radically restructure current global We monitor potential land use regulations to ensure we
land use patterns to conserve and expand forest land, serving understand their implications so that we can adapt our
as the main natural carbon removal solution. This could reduce raw material supply strategy. In partnership with others, we
land available for food crops, pasture, and timber and hence continue to work towards a deforestation-free supply chain
access to our primary commodities which could drive reduced for our key agricultural raw materials. In addition, we are
crop output and increase raw material prices. working with farmers across our supply chain to drive
sustainable sourcing and regenerative agriculture.
Impact on Business Groups
Key targets:
All Business Groups could be impacted by land use regulation.
The majority of our products are derived from agricultural raw ■ Deforestation-free supply chain in palm oil, paper and
materials and thus any limitations placed on land use would board, tea, soy and cocoa by 2023
have a similar impact across each Business Group. Specific ■ Help protect and regenerate 1.5 million hectares of land,
land use regulations vis-à-vis certain usages/crops could forests and oceans by 2030
impact the Business Groups differently e.g. if dairy farming
land was restricted and nothing else, then the Ice Cream
business would be most impacted.
Timeframe: Medium term to long term

Product composition regulations Actions:


These could restrict or ban the use of certain GHG-intensive We monitor regulatory developments to ensure that our
components and ingredients in everyday products. This would product composition is compliant and that future
require the redesign of products and packaging to comply, innovations/products are designed to consider forthcoming
which could increase costs. climate-related legislation. As part of our CTAP, we are
committed to reducing the GHG impact of our products
Impact on Business Groups and as part of this, we are reviewing our intensive GHG
components and ingredients and looking for substitutions
All Business Groups could be impacted by product composition or how changes in their production processes can reduce
regulations. If there was a ban on the use of GHG-intensive their GHG emissions. We have a diverse portfolio of products
ingredients/components, then there is a greater likelihood that and offer a range of formats to meet consumer's needs and
the impact on our Personal Care and Home Care businesses this helps mitigate the potential impact of restrictions or
would be greater than on our other businesses, as some bans on specific GHG-intensive materials. Specifically on
personal care products in certain countries use HFC propellants HFC propellants, we are working with regulators to change
and in home care, various chemicals such as soda ash are used. the regulations to allow the use of alternative propellant
Timeframe: Medium term to long term systems.

Key targets:
■ Replace fossil-fuel-derived carbon with renewable or
recycled carbon in all our cleaning and laundry product
formulations by 2030

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 45
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Regulatory risks continued


Risk Management of risk

Sourcing transparency and product labelling Actions:


regulations We monitor regulatory developments to ensure that our
These could increase significantly through pressure from product labelling is compliant and that future innovations/
regulators, consumers, and investors. This could lead to products are designed to consider forthcoming climate-
disclosure compliance risks and rising commodity costs linked related legislation. As part of our CTAP we are committed to
to radical transition to transparent supply chains, as well as a improving sourcing transparency, through collaboration with
potential loss of market share to more transparent competitors. our suppliers, and transparency with consumers through
communicating the carbon footprint of our products. We
have a diverse portfolio of products and offer a range of
Impact on Business Groups
formats to meet consumer's needs and this helps mitigate
All Business Groups could be impacted by sourcing the potential impact of product labelling regulations.
transparency and product labelling regulations and, given the
nature of all the raw materials used, the risk to each Business Key targets:
Group is equal.
■ 100% sustainable sourcing for key agricultural crops
Timeframe: Medium term to long term ■ Communicate a carbon footprint for every product we sell

Extended producer responsibility (EPR) Actions:


This means that producers are held accountable for their We support EPR policies and schemes and we’re
environmental and social impacts across the product value investing directly in waste collection, processing and
chain. This could lead to improvements of lifecycle traceability capacity-building projects to recycle more plastic.
from sourcing to managing end-of-life treatment of products
Innovation is also critical to help develop:
and packaging. Circular product design and manufacturing
■ Suitable packaging that is fully recyclable and more
practices could become a requirement in many regions to
incentivise efficient and responsible resource extraction, and widely recyclable.
■ Product formats suitable for refill and reusable
pass waste management costs through higher disposal and
recycling fees to producers. packaging solutions.
■ Higher levels of recycled material into our packaging

Impact on Business Groups and components.

All Business Groups could be impacted by the extended


Key targets:
producer responsibility risk. Given the nature of our products
and their packaging, the risk to each Business Group is equal, ■ 50% virgin plastic reduction by 2025

apart from Home Care and Personal Care businesses which use ■ 100% reusable, recyclable or compostable plastic
sachets to serve the needs of low-income consumers. These packaging by 2025
sachets are difficult to collect and recycle. ■ 25% recycled plastic by 2025

Timeframe: Short term to long term ■ Collect and process more plastic than we sell by 2025

46 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Market risks
Risk Management of risk

Energy transition and rising energy prices Actions:


This could be driven by increased electrification, the We mitigate our market risks by decarbonising our
deployment of renewable energy solutions, associated operations through eco-efficiency measures in our factories,
transmission, distribution and storage infrastructure, as well powering our operations with renewables and transitioning
as the adoption of emerging low-carbon technologies such heating and cooling for our factories to lower emission and
as biogas, green hydrogen and ammonia. This could increase renewable sources (see page 36).
our operations, suppliers, and end-consumers’ utility costs.
Key targets:
Impact on Business Groups
■ 100% renewable electricity by 2030
All Business Groups could be impacted by energy transition ■ Transition to 100% renewable heat by 2030
and rising energy prices and the likely impact would be equal
across all the Business Groups.
Timeframe: Short term to long term

Energy and commodity market volatility Actions:


This could potentially lead to increased uncertainty in financial We manage commodity price risks through forward-buying
planning and forecasting for key commodities, as well as of traded commodities and other hedging mechanisms.
a higher cost associated with risk management. Other
considerations include potential manufacturing or supply Key targets:
disruptions linked to availability or higher cost of energy and
sourced commodities. ■ 100% sustainable sourcing for key agricultural crops
■ Empower farmers and smallholders to protect and
Impact on Business Groups regenerate farm environments

All Business Groups could be impacted by energy and


commodity market volatility and the likely impact would be
equal across all the Business Groups.
Timeframe: Short term to long term

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 47
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Physical environment risks


Risk Management of risk

Water scarcity Actions:


This could lead to increased droughts while limited resources to We mitigate physical environment risks by investing in new
irrigate soils could reduce crop outputs. Water shortages could products and formulations that work with less water, poor
also impact our manufacturing sites and our ability to supply quality water or no water. Many of our hair care products
water-based products. Our consumers could also face water now have fast-rinse technology as standard, using less
shortages in their everyday activities in certain regions, creating water. We are working with local communities to develop
a need for water-smart or waterless products or services. water stewardship programmes. We monitor changing
weather patterns on a short-term basis and integrate
Impact on Business Groups weather system modelling into our forecasting process.

All Business Groups could be impacted by water scarcity. Key targets:


Given the nature of our products, the impact of drought on
crop production would be equal across all Business Groups. ■ Implement water stewardship programmes in
However, the impact of water shortages on consumers would 100 locations in water-stressed areas by 2030
likely impact their washing behaviours and hence impact the
Personal Care and Home Care businesses to a greater extent.
Timeframe: Medium term to long term

Extreme weather events Actions:


This could significantly disrupt our entire value chain. Sustained We have extreme weather contingency plans which we
high temperatures could lead to reduced crop outputs due to implement as necessary to secure alternative key material
reduction in soil productivity which could translate into higher supplies at short notice or transfer or share production
raw material prices. Weather events such as hurricanes or between manufacturing sites. We manage commodity price
floods, which would become increasingly common and risks through forward-buying of traded commodities and
intense, could cause plant outages or disrupt our distribution other hedging mechanisms. Our Regenerative Agriculture
infrastructure. Additionally, macroeconomic negative shocks, Principles and Sustainable Agriculture Code encourage our
caused by extreme weather events, could reduce or destroy agricultural raw material suppliers to adopt practices which
consumer demand and purchasing power among affected increase their productivity and resilience to extreme weather
communities. and we aim to increase the hectares of protected and
regenerated land.
Impact on Business Groups
Key targets:
All Business Groups could be impacted by extreme weather,
the most likely significant impact being the reduction of crop ■ Empower farmers and smallholders to protect and
outputs which, given the nature of our products, would impact regenerate farm environments
the Business Groups equally. ■ Help protect and regenerate 1.5 million hectares of land
Timeframe: Medium term to long term

48 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Innovative products and services opportunities


Opportunity Capitalisation of opportunity

Growth in plant-based or lab-grown foods Actions:


This could increase rapidly in the coming years. As people We're capitalising on innovative product and service
become more environmentally conscious and there is opportunities by offering a range of vegan and vegetarian
regulation on land use, we could see a rise in plant-based products.
diets away from animal-based protein.
Key targets:
€1.5 billion of sales per annum from plant-based products
Timeframe: Short term to long term

in categories whose products are traditionally using


animal-derived ingredients by 2025

Resource efficiency, resilience, and market opportunities


Opportunity Capitalisation of opportunity

Investment in energy transition technologies Actions:


This represents a shift to efficient and less centralised energy We capitalise on resource efficiency opportunities by
supply and consumption (e.g. through on-site renewable generating renewable electricity at our factory sites
energy generation and storage), zero-emission logistics and where feasible (see page 36), targeting emissions
designing products for resource-efficient consumption. This reduction from our logistics suppliers and own
could drive decarbonisation across the value chain, while vehicle fleet (see page 38) and through product
opening up the opportunity to access the utility market as an reformulations which make our products more
off-grid generator and create new revenue streams from grid resource efficient in use – for example, many of our
balancing or demand side response services or providing laundry products are now low-temperature washing
excess renewable power of oversized capacity to supply as standard (see page 19).
chain partners.
Key targets:
Timeframe: Short term to long term
■ Zero GHG emissions in our operations by 2030

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 49
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Summary of high-level quantitative assessment The results of this work on the way to 1.5°C is consistent with
this previous work. The key differences are due to: the more
We have undertaken high-level quantitative assessments for extreme measures that would need to be taken to achieve
six risks and opportunities. The results are shown in the tables a 1.5°C outcome; the evolution of the scientific assumptions
below. These assessments show the gross impact before any contained within the IPCC's AR6 report; and a more detailed
action which Unilever might take to respond. The ranges reflect approach to the scenario analysis. The financial impact in
the different results from the reactive (ɾ) and proactive (ρ) 2030 is more significant in the 1.5°C scenario. However, the
pathways assessed. scenario avoids the greater negative impacts from the physical
risks associated with higher temperature rise scenarios in 2050
We first undertook scenario analysis in 2017 on 2°C and 4°C
and beyond.
scenarios. In 2021, we completed a 1.5°C scenario analysis.

Potential financial impact on


Financial quantification of assessed risks and opportunities profit in the year (€bn)
(a)

Regulatory and Market Risks Key assumptions Sensitivity 2030 2039 2050
1. Carbon tax and voluntary carbon ■ Absolute zero Scope 1 and 2 emissions
removal costs by 2030
■ Scope 3 emissions exclude consumer
use emissions
ρ -3.2 -5.2 -6.1
We quantified how high prices from
Carbon price would reach 245 USD/
carbon regulations and voluntary offset

markets for our upstream Scope 3 tonne by 2050, rising more aggressively
emissions might impact our raw and in early years in a proactive scenario
packaging materials costs, our The price of carbon offsetting would
ɾ

distribution costs and the neutralisation reach 65 USD/ tonne by 2050 -2.4 -4.8 -6.1
of our residual emissions post-2039. ■ Offsetting 100% of emissions on and
after 2039

2. Land use regulation impact on food ■ By 2050, in a proactive scenario, land


crop outputs use regulation would increase prices by:
■ Palm: ~28%

■ Commodities and food ingredients:


ρ -0.8 -2.1 -5.1
We quantified how changing land use
~33%
regulation to promote the conversion of
current and future food crops to forests ■ By 2050, in a reactive scenario, land use
could drive reduced crop output and regulation would increase prices by:
■ Palm: ~10%;
lead to increased raw material prices,
impacting sourcing costs. ■ Commodities and food ingredients:

~11% ɾ -0.3 -0.7 -1.7

3. Impact of rising energy prices for ■ High uncertainty surrounds possible


suppliers and in manufacturing shifts to energy prices during a


transition to 1.5°C world
Analysis assumes that by 2050 average
ρ -0.6 -1.5 -3.4
We quantified how electricity and gas
electricity prices would:
price increases could impact both total
■ Rise ~16% in The Americas
energy annual spend as well as indirect
■ Rise ~18% in Europe
cost increases passed through from raw (b)
■ Decline ~1% in ASIA/AMET/RUB
material suppliers.
■ By 2050 average global gas prices
would rise by ~141%
ɾ -0.6 -1.5 -3.4

Physical Environmental Risks Key assumptions Sensitivity 2030 2039 2050


4. Water scarcity impact on crop yields ■ By 2050, in a proactive scenario, water
scarcity would increase prices by:
We quantified how increased water-
stressed areas and prolonged droughts
■ Palm: ~10%; Commodities and food

ingredients: ~11%
ρ -0.2 -0.5 -1.2

would reduce crop outputs due to water ■ By 2050, in a reactive scenario, water
scarcity in agricultural regions, decreasing scarcity would increase prices by:
crop viability, and impacting raw material ■ Palm: ~14%; Commodities and food

prices. ingredients: ~16%


ɾ -0.3 -0.7 -1.7

50 Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year
Planet & Society: Task Force on Climate-related Financial Disclosures statement

Potential financial impact on


Financial quantification of assessed risks and opportunities profit in the year (€bn)
(a)

Physical Environmental Risks Key assumptions Sensitivity 2030 2039 2050


5. Extreme weather (temperature) ■ By 2050, in a proactive scenario,
impact on crop yields extreme weather would increase
prices by:
■ Palm: ~12%; Commodities and food
ρ -0.3 -0.8 -1.9
We quantified how extreme weather
ingredients: ~14%
events such as sustained high
temperatures could impact crop output ■ By 2050, in a reactive scenario, extreme
and therefore sourcing costs across key weather would increase prices by:
commodities. ■ Palm: ~18%; Commodities and food

ingredients: ~21% ɾ -0.4 -1.1 -2.8

Opportunities Key assumptions Sensitivity 2030 2039 2050


6. Growth in plant-based foods category ■ By 2050, the total global market for
plant-based products would rise to
We quantified the potential revenue
opportunity from anticipated growth

~USD 1.6 trillion
Maintain a constant market share
ρ 0.5 1.7 6.4

in the global plant-based foods market ■ Product mix and product margins would
and possible market share in 2025. remain constant

ɾ 0.5 1.7 6.4

(a) These potential financial impacts are based on high-level quantitative assessments of certain risk and opportunity areas which could impact us in 2030, 2039 and 2050
and assume no actions to mitigate risk are taken and if no actions to capitalise on opportunities are taken.
(b) Refers to Asia, Africa, Middle East, Turkey, Russia, Ukraine and Belarus.

Next steps There is still much to do to advance our understanding of the


risk and opportunities facing our business and our industry,
The analysis suggests that policy interventions and changing and our strategic responses to such a radically different future.
socio-economic trends, such as regulations related to carbon This analysis represents an important step to continue to
pricing, land use, product composition, sourcing transparency engage and challenge our business and our stakeholders to
and product labelling, and EPR would have the most define how we can make sustainable living commonplace.
significant impact on our value chain along the journey to
a 1.5°C world. The next level of impact would be as a result of
the transition of the energy system with rising energy prices Metrics and targets
and market volatility. We would also experience the impact of Our CTAP includes key metrics and targets to assess and
physical environment risks associated with a warmer climate, manage climate risks and opportunities across our value
even in a 1.5°C world. While the potential risks and financial chain. Two of the targets have been recognised as science-
impact of limiting global warming to 1.5°C are significant if no based targets by the Science Based Targets initiative – see
mitigating actions are taken, the impact of the potential risks page 38 for more details. A summary of the climate metrics
that would exist if we were not to reduce warming to 1.5°C are and targets we are currently able to measure can be found
potentially even more significant. on pages 38 to 41, and form part of these TCFD disclosures.
The outcomes from our analysis provide us with initial high-
level insights into these potential business and financial
impacts. These form an important input to our strategic
planning process.
In summary, the radical and disruptive system-wide
transformation we could face in the journey to limit warming
to 1.5°C by 2100, would present a significant range of material
risks, where regulatory and economic risks would be the most
disruptive. However, many opportunities would also emerge,
which we would be well placed to seize given our ambitious
commitments are aligned with a proactive route towards net
zero by 2039.

Unilever Annual Report and Accounts 2022 | Strategic Report – Review of the Year 51
Financial performance
Unilever Group performance
Unilever 2022 2021 2020

Turnover growth 14.5% 3.4% (2.4)%


Underlying sales growth* 9.0% 4.5% 1.9%
Underlying volume growth* (2.1)% 1.6% 1.6%
Operating margin
17.9% 16.6% 16.4%
Underlying operating margin*
16.1% 18.4% 18.5%
Free cash flow* €5.2bn €6.4bn €7.7bn
Cash flow from operating activities €10.1bn €10.3bn €10.9bn
Net cash flow (used in)/from investing activities €2.5bn €(3.2)bn €(1.5)bn
Net cash flow (used in)/from financing activities €(8.9)bn €(7.1)bn €(5.8)bn

Business Group performance


Beauty & Wellbeing 2022 2021 2020

Turnover €12.3bn €10.1bn €9.1bn


Turnover growth 20.8% 11.6% (7.2)%
Underlying sales growth
7.8% 8.5% (3.9)%
Operating margin
17.6% 21.1% 19.2%
Underlying operating margin*
18.7% 22.1% 20.4%

Personal Care 2022 2021 2020

Turnover €13.6bn €11.7bn €12.0bn


Turnover growth 15.9% (2.3)% (0.3)%
Underlying sales growth
7.9% 0.3% 5.3%
Operating margin
16.6% 19.9% 21.3%
Underlying operating margin*
19.6% 21.3% 22.7%

52 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance

Business Group performance continued


Home Care 2022 2021 2020

Turnover €12.4bn €10.6bn €10.5bn


Turnover growth 17.3% 1.1% (3.4)%
Underlying sales growth
11.8% 3.9% 4.5%
Operating margin
8.6% 12.2% 11.9%
Underlying operating margin*
10.8% 13.4% 14.5%

Nutrition 2022 2021 2020

Turnover €13.9bn €13.1bn €12.5bn


Turnover growth 6.1% 4.9% 0.7%
Underlying sales growth
8.6% 5.5% 1.8%
Operating margin
32.4% 16.1% 16.3%
Underlying operating margin*
17.6% 19.3% 18.9%

Ice Cream 2022 2021 2020

Turnover €7.9bn €6.9bn €6.6bn


Turnover growth 14.8% 3.2% (3.4)%
Underlying sales growth 9.0% 5.7% 0.2%
Operating margin 9.8% 12.1% 10.8%
Underlying operating margin*
11.7% 13.9% 13.4%
∗ Key Financial Indicators.

Underlying sales growth, underlying volume growth, underlying operating margin and free cash flow are non-GAAP measures. For further information about these
measures, and the reasons why we believe they are important for an understanding of the performance of the business, please refer to our commentary on non-GAAP
measures on pages 55 to 59.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 53
Financial performance: Additional financial disclosures

Additional financial disclosures Goodwill and intangible assets were €40.5 billion. This was
an increase of €1.9 billion compared to the prior year. The
increase was driven by Nutrafol acquisition which contributed
Cash flow €1.2 billion and a positive impact from currency of €0.8 billion
offset by €0.2 billion decrease due to Dollar Shave Club
Cash flow from operating activities decreased by €(0.2) billion impairment. See note 21 on pages 198 to 201 and note 9
primarily as a result of a €0.4 billion unfavourable working on pages 172 to 198 for more.
capital movement. Inventories saw an increase of €1 billion
from Prestige Beauty and resilience building amidst supply Other non-current assets decreased by €(0.9) billion primarily
constraints in Ice Cream. This was partly offset by €0.6 billion as a result of fall in values of pension assets as a result of
movement in payables net of receivables. higher interest rates. Current assets increased by €1.8 billion
led by inventories, trade and other current receivables and
€ million 2022 2021 cash and cash equivalents, partly offset by reduction in assets
Operating profit 10,755 8,702 held for sale following the Tea business disposal. Inventories
Depreciation, amortisation and impairment 1,946 1,763
increased by €1.2 billion driven by cost inflation and increased
holdings for supply resilience. Trade and other current
Changes in working capital (422) (47)
receivables increased by €1.6 billion driven by transitional
Pensions and similar obligations less payments (119) (183) service agreement relating to sale of the Tea business and
Provisions less payments 203 (61) turnover growth. Cash and cash equivalents increased by
Elimination of (profits)/losses on disposals (2,335) 23 €0.9 billion driven by cash inflows from operating and investing
Non-cash charge for share-based compensation 177 161 activities partly offset by financing activities.
Other adjustments (116) (53) Non-controlling interest was flat versus the prior year as
Cash flow from operating activities 10,089 10,305 increase in profits was offset by dividends.
Income tax paid (2,807) (2,333)
Net capital expenditure (1,627) (1,239) Net debt*
Net interest and preference dividends paid (457) (340) Closing net debt was €23.7 billion compared to €25.5 billion
Free cash flow* 5,198 6,393 as at 31 December 2021 driven by free cash flow and proceeds
Net cash flow (used in)/from investing activities 2,453 (3,246) from disposals net of acquisitions, partly offset by dividends,
Net cash flow (used in)/from financing activities (8,890) (7,099) share buybacks and currency impact. Net debt to underlying
earnings before interest, taxation, depreciation and
amortisation (UEBITDA)* was 2.1 as at 31 December 2022
versus 2.2 in the prior year. Underlying EBITDA means operating
Income tax paid increased by €0.5 billion compared to the profit before the impact of depreciation, amortisation and
prior year due to €0.3 billion tax on separation of ekaterra, non-underlying items within operating profit. This is primarily
country tax rate mix effect, reduced benefits in tax settlements used to assess our leverage level.
and other one-off items.
Net cash flow from investing activities was €2.5 billion Movement in net pension liability/asset
compared to €(3.2) billion in the prior year primarily driven
The table below shows the movement in net pension liability/
by proceeds from sale of the Tea business of €4.6 billion
asset during the year. Pension assets net of liabilities were
partly offset by net consideration of €0.8 billion paid for
in surplus of €2.6 billion at the end of 2022 compared with a
Nutrafol acquisition. Capital expenditure further increased
surplus of €3.0 billion at the end of 2021. Values of assets and
in 2022 by €0.4 billion.
liabilities reduced by €7.2 billion and €7.6 billion respectively,
Net cash flow used in financing activities was €(8.9) billion primarily driven by higher interest rates.
compared to €(7.1) billion in the prior year primarily due
€ million 2022
to higher net repayment of borrowings by €3.1 billion. This was
partially offset by reduction in share buybacks of €1.5 billion 1 January 2,993
compared to the prior year. Gross service cost (186)
Employee contributions 12
Balance sheet Actual return on plan assets (excluding interest) (6,483)
Net interest income/(cost) 44
€ million 2022 2021
Actuarial gain/(loss) 6,130
Goodwill and intangible assets 40,489 38,591
Employer contributions 303
Other non-current assets 18,175 19,103
Currency retranslation (63)
Current assets 19,157 17,401 (a)
Other movements (181)
Total assets 77,821 75,095
31 December 2,569
Current liabilities 25,427 24,778
Non-current liabilities 30,693 30,571 (a) Other movements relate to special termination benefits, changes in asset
ceiling, past service costs including losses/(gains) on curtailment, settlements
Total liabilities 56,120 55,349 and other immaterial movements. For more details see note 4B on pages 162
Shareholders’ equity 19,021 17,107 to 167.

Non-controlling interest 2,680 2,639 * Certain measures used in our reporting are not defined under IFRS. For further
Total equity 21,701 19,746 information about these measures, please refer to the commentary on non-
GAAP measures on pages 55 to 59.
Total liabilities and equity 77,821 75,095

54 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures

Finance and liquidity 177, note 15C on pages 183 to 185, and note 20 on pages 197
and 198. We are satisfied that our financing arrangements
Approximately €1.1 billion (or 26%) of the Group’s cash and are adequate to meet our short term and long term cash
cash equivalents are held in the parent and central finance requirements. In relation to the facilities available to the
companies, for maximum flexibility. These companies provide Group, borrowing requirements do not fluctuate materially
loans to our subsidiaries that are also funded through retained during the year and are not seasonal.
earnings and third-party borrowings. We maintain access to
global debt markets through an infrastructure of short and
Guaranteed US debt securities
long-term debt programmes. We make use of plain vanilla
derivatives, such as interest rate swaps and foreign exchange At 31 December 2022 the Group had in issue US$10.8 billion
contracts, to help mitigate risks. More detail is provided in (2021: US$12.1 billion; 2020: US$11.5 billion) bonds in
notes 16, 16A, 16B and 16C on pages 186 to 191. The remaining connection with a US shelf registration. See page 235 for
€3.2 billion (or 74%) of the Group’s cash and cash equivalents more information on these bonds and related commentary
are held in foreign subsidiaries which repatriate distributable on guarantor information.
reserves on a regular basis. For most countries, this is done
through dividends which are in some cases subject to
Non-GAAP measures
withholding or distribution tax. This balance includes
€449 million (2021: €83 million, 2020: €98 million) of cash that Certain discussions and analyses set out in this Annual Report
is held in a few countries where we face cross-border foreign and Accounts (and the Additional Information for US Listing
exchange controls and/or other legal restrictions that inhibit Purposes) include measures which are not defined by
our ability to make these balances available in any means for generally accepted accounting principles (GAAP) such as IFRS.
general use by the wider business. The cash will generally be We believe this information, along with comparable GAAP
invested or held in the relevant country and, given the other measurements, is useful to investors because it provides a
capital resources available to the Group, does not significantly basis for measuring our operating performance, and our
affect the ability of the Group to meet its cash obligations. We ability to retire debt and invest in new business opportunities.
closely monitor all our exposures and counter-party limits. Our management uses these financial measures, along with
Unilever has committed credit facilities in place for general the most directly comparable GAAP financial measures, in
corporate purposes. The undrawn bilateral committed credit evaluating our operating performance and value creation.
facilities in place on 31 December 2022 were $5,200 million Non-GAAP financial measures should not be considered in
and €2,550 million. The additional undrawn revolving 364-day isolation from, or as a substitute for, financial information
bilateral credit facilities of €1,500 million as on 31 December presented in compliance with GAAP. Wherever appropriate
2021 were cancelled in 2022. Further information on liquidity and practical, we provide reconciliation to relevant
management is set out in note 16A to the consolidated GAAP measures.
financial statements.
Explanation and reconciliation of non-GAAP
Material cash commitments from contractual and measures
other obligations
Unilever uses ‘constant rate’ and ‘underlying’ measures
The following table shows the amount of our contractual and primarily for internal performance analysis and targeting
other obligations as at 31 December 2022. The material cash purposes. We present certain items, percentages and
commitments from contractual and other obligations arise movements, using constant exchange rates, which exclude
from our borrowings which include bonds, commercial paper, the impact of fluctuations in foreign currency exchange rates.
bank and other loans, interest on these borrowings and trade We calculate constant currency values by translating both the
payables and accruals. current and the prior period local currency amounts using the
prior year average exchange rates into euro, except for the
Due Due in local currency of entities that operate in hyperinflationary
within 1 Due in Due in over 5 economies. These currencies are translated into euros using
€ million 2022 year 1-3 years 3-5 years years
the prior year closing exchange rate before the application
Bonds 25,094 2,585 5,757 4,242 12,510 of IAS 29.
Commercial paper,
bank and other
The table below shows exchange rate movements in our
loans 2,657 2,646 5 — 6 key markets.
Interest on Annual average Annual average
financial liabilities 3,692 518 839 668 1,667 rate in 2022 rate in 2021
Trade payables Brazilian real (€1 = BRL) 5.414 6.366
and accruals 17,334 17,166 102 28 38 Chinese yuan (€1 = CNY) 7.047 7.663
Lease liabilities 1,649 397 565 340 347 Indian rupee (€1 = INR) 82.303 87.599
Other lease Indonesia rupiah (€1 = IDR) 15,535 16,983
commitments 319 64 52 39 164
Philippine peso (€1 = PHP) 57.194 58.401
Purchase
(a) UK pound sterling (€1 = GBP) 0.851 0.861
obligations &
other long-term US dollar (€1 = US$) 1.050 1.187
commitments 4,057 1,806 1,332 688 231
(b)
In the following sections, we set out our definitions of the
Others 610 183 427 — — following non-GAAP measures and provide reconciliation
Total 55,412 25,365 9,079 6,005 14,963 to relevant GAAP measures:
(a) For raw and packaging materials and finished goods. ■ underlying sales growth;

(b) Includes other financial liabilities and deferred consideration for acquisitions. ■ underlying volume growth;

■ underlying price growth;

Further details are set out in the following notes to the ■ non-underlying items;

consolidated financial statements: note 10 on pages 175 to ■ underlying earnings per share;

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 55
Financial performance: Additional financial disclosures

■ underlying operating profit and underlying operating and price growth in excess of 26% in hyperinflationary
margin; economies. Inflation of 26% per year compounded over
■ underlying effective tax rate; three years is one of the key indicators within IAS 29 to assess
■ constant underlying earnings per share; whether an economy is deemed to be hyperinflationary. We
■ free cash flow; believe this measure provides valuable additional information
■ underlying return on assets; on the underlying sales performance of the business and is a
key measure used internally. The impact of acquisitions and
■ net debt; and
disposals is excluded from USG for a period of 12 calendar
underlying return on invested capital.
months from the applicable closing date. Turnover from

acquired brands that are launched in countries where they


Underlying sales growth were not previously sold is included in USG as such turnover
is more attributable to our existing sales and distribution
Underlying sales growth (USG) refers to the increase in network than the acquisition itself.
turnover for the period, excluding any change in turnover
resulting from acquisitions, disposals, changes in currency

The reconciliation of changes in the GAAP measure of turnover to USG is as follows:


Beauty &
2022 vs 2021 (%) Wellbeing Personal Care Home Care Nutrition Ice Cream Group
(a)
Turnover growth 20.8 15.9 17.3 6.1 14.8 14.5
Effect of acquisitions 3.8 — — 0.3 — 0.8
Effect of disposals (0.1) — — (7.1) — (1.8)
Effect of currency-related items, 8.1 7.4 4.9 4.9 5.4 6.2
of which:
Exchange rate changes 6.9 6.2 2.6 3.6 3.9 4.7
(b)
Extreme price growth in hyperinflationary markets 1.0 1.1 2.2 1.2 1.5 1.4
(b)
Underlying sales growth 7.8 7.9 11.8 8.6 9.0 9.0
2021 vs 2020 (%)
(a)
Turnover growth 11.6 (2.3) 1.1 4.9 3.2 3.4
Effect of acquisitions 6.0 — — 1.3 — 1.4
Effect of disposals — — (0.1) (0.3) (0.1) (0.1)
Effect of currency-related items, (3.0) (2.6) (2.6) (1.5) (2.3) (2.4)
of which:
Exchange rate changes (3.1) (2.9) (2.9) (1.8) (2.6) (2.6)
(b)
Extreme price growth in hyperinflationary markets 0.2 0.3 0.3 0.3 0.4 0.3
(b)
Underlying sales growth 8.5 0.3 3.9 5.5 5.7 4.5
2020 vs 2019 (%)
(a)
Turnover growth (7.2) (0.3) (3.4) 0.7 (3.4) (2.4)
Effect of acquisitions 1.9 0.2 0.2 4.1 — 1.4
Effect of disposals — — (0.2) (0.5) (0.1) (0.2)
Effect of currency-related items, (5.2) (5.5) (7.5) (4.6) (3.5) (5.4)
of which:
Exchange rate changes (5.4) (5.7) (7.8) (4.8) (4.3) (5.7)
(b)
Extreme price growth in hyperinflationary markets 0.2 0.2 0.3 0.3 0.8 0.3
(b)
Underlying sales growth (3.9) 5.3 4.5 1.8 0.2 1.9
(a) Turnover growth is made up of distinct individual growth components, namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived
at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is
more than just the sum of the individual components.
(b) Underlying price growth in excess of 26% per year in hyperinflationary economies has been excluded when calculating the underlying sales growth in the tables above,
and an equal and opposite amount is shown as extreme price growth in hyperinflationary markets.

Underlying price growth Underlying volume growth


Underlying price growth (UPG) is part of USG and means, for Underlying volume growth (UVG) is part of USG and means,
the applicable period, the increase in turnover attributable to for the applicable period, the increase in turnover in such
changes in prices during the period. UPG therefore excludes period calculated as the sum of (i) the increase in turnover
the impact to USG due to (i) the volume of products sold; and attributable to the volume of products sold; and (ii) the
(ii) the composition of products sold during the period. In increase in turnover attributable to the composition of
determining changes in price we exclude the impact of price products sold during such period. UVG therefore excludes
growth in excess of 26% per year in hyperinflationary any impact on USG due to changes in prices.
economies as explained in USG above.

56 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures

The relationship between USG, UVG and UPG is set out below: Underlying earnings per share
2022 vs 2021 vs 2020 vs Underlying earnings per share (underlying EPS) is calculated
2021 2020 2019
as underlying profit attributable to shareholders’ equity
Underlying volume growth (%) (2.1) 1.6 1.6 divided by the diluted average number of ordinary shares.
Underlying price growth (%) 11.3 2.9 0.3 In calculating underlying profit attributable to shareholders’
Underlying sales growth (%) 9.0 4.5 1.9 equity, net profit attributable to shareholders’ equity is
adjusted to eliminate the post-tax impact of non-underlying
Refer to page 52 for the relationship between USG, UVG and items. This measure reflects the underlying earnings for each
UPG for each of the Business groups. share unit of the Group. Refer to note 7 for reconciliation of net
profit attributable to shareholders’ equity to underlying profit
Non-underlying items attributable to shareholders' equity.

Several non-GAAP measures are adjusted to exclude items Underlying effective tax rate
defined as non-underlying due to their nature and/or
frequency of occurrence. The underlying effective tax rate is calculated by dividing
taxation excluding the tax impact of non-underlying items by
Non-underlying items within operating profit are: gains
profit before tax excluding the impact of non-underlying items

or losses on business disposals, acquisition and disposal


and share of net profit/(loss) of joint ventures and associates.
related costs, restructuring costs, impairments and other
This measure reflects the underlying tax rate in relation to
items within operating profit classified here due to their
profit before tax excluding non-underlying items before tax
nature and frequency.
and share of net (profit)/loss of joint ventures and associates.
■ Non-underlying items not in operating profit but within
net profit are: net monetary gain/(loss) arising from Tax impact on non-underlying items within operating profit is
hyperinflationary economies and significant and unusual the sum of the tax on each non-underlying item, based on the
items in net finance cost, share of profit/(loss) of joint applicable country tax rates and tax treatment.
ventures and associates and taxation.
This is shown in the table:
■ Non-underlying items are both non-underlying items
within operating profit and those non-underlying items € million 2022 2021
not in operating profit but within net profit. Taxation 2,068 1,935

Tax impact of:


Refer to note 3 for details of non-underlying items. (a)
Non-underlying items within operating profit 273 219
Non-underlying items not in operating profit but
Underlying operating profit and underlying within net profit
(a)
(121) (41)
operating margin Taxation before tax impact of non-underlying 2,220 2,113
Underlying operating profit and underlying operating margin Profit before taxation 10,337 8,556
mean operating profit and operating margin before the Share of net (profit)/loss of joint ventures and
impact of non-underlying items within operating profit. associates (208) (191)
Underlying operating profit represents our measure of Profit before tax excluding share of net profit/
segment profit or loss as it is the primary measure used for (loss) of joint ventures and associates 10,129 8,365
making decisions about allocating resources and assessing Non-underlying items within operating profit
performance of the segments. before tax
(a)
(1,072) 934
The Group reconciliation of operating profit to underlying
operating profit is as follows: Non-underlying items not in operating profit but
within net profit before tax 164 64
€ million 2022 2021 2020 Profit before tax excluding non-underlying items
Operating profit 10,755 8,702 8,303 before tax and share of net profit/(loss) of joint
ventures and associates 9,221 9,363
Non-underlying items within operating
profit (see note 3) (1,072) 934 1,064 Effective tax rate 20.4 23.1
Underlying operating profit 9,683 9,636 9,367 Underlying effective tax rate 24.1 22.6
Turnover 60,073 52,444 50,724 (a) Refer to note 3 for further details on these items.
Operating margin 17.9% 16.6% 16.4%
Underlying operating margin 16.1% 18.4% 18.5% Constant underlying earnings per share
Further details of non-underlying items can be found in note 3 Constant underlying earnings per share (constant underlying
on page 159 of the consolidated financial statements. EPS) is calculated as underlying profit attributable to
shareholders’ equity at constant exchange rates and
Refer to note 2 on page 155 for the reconciliation of operating
excluding the impact of both translational hedges and
profit to underlying operating profit by division. For each
price growth in excess of 26% per year in hyperinflationary
division, operating margin is computed as operating profit
economies divided by the diluted average number of ordinary
divided by turnover and underlying operating margin is
share units. This measure reflects the underlying earnings
computed as underlying operating profit divided by turnover.
for each ordinary share unit of the Group in constant
exchange rates.
The reconciliation of underlying profit attributable to
shareholders’ equity to constant underlying earnings
attributable to shareholders’ equity and the calculation
of constant underlying EPS is as follows:

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 57
Financial performance: Additional financial disclosures

€ million 2022 2021 € million 2022 2021


Underlying profit attributable to shareholders’ Total financial liabilities (29,488) (30,133)
(a)
equity 6,568 6,839 Current financial liabilities (5,775) (7,252)
Impact of translation from current to constant Non-current financial liabilities (23,713) (22,881)
exchange rates and translational hedges (307) (106)
Cash and cash equivalents as per
Impact of price growth in excess of 26% per year in balance sheet 4,326 3,415
(b)
hyperinflationary economies (200) —
Cash and cash equivalents as per
Constant underlying earnings attributable to cash flow statement 4,225 3,387
shareholders’ equity 6,061 6,733
Add: bank overdrafts deducted
Diluted average number of share units (millions of therein 101 106
units) 2,559.8 2,609.6
Less: cash and cash equivalents
Constant underlying EPS (€) 2.37 2.58 held for sale — (78)
(a) See note 7. Other current financial assets 1,435 1,156
(b) See pages 55 and 56 for further details.
Non-current financial assets
derivatives that relate to financial
Free cash flow liabilities 51 52

Free cash flow (FCF) is defined as cash flow from operating Net debt (23,676) (25,510)
activities, less income taxes paid, net capital expenditure
and net interest payments. It does not represent residual
Underlying return on invested capital
cash flows entirely available for discretionary purposes; for
example, the repayment of principal amounts borrowed is not Underlying return on invested capital (ROIC) is a measure of
deducted from FCF. FCF reflects an additional way of viewing the return generated on capital invested by the Group. The
our liquidity that we believe is useful to investors because measure provides a guide rail for long-term value creation and
it represents cash flows that could be used for distribution encourages compounding reinvestment within the business
of dividends, repayment of debt or to fund our strategic and discipline around acquisitions with low returns and long
initiatives, including acquisitions, if any. payback. Underlying ROIC is calculated as underlying
The reconciliation of cash flow from operating activities to operating profit after tax divided by the annual average of:
FCF is as follows: goodwill, intangible assets, property, plant and equipment,
net assets held for sale, inventories, trade and other current
€ million 2022 2021 2020 receivables, and trade payables and other current liabilities.
Cash flow from operating activities 10,089 10,305 10,933
€ million 2022 2021
Income tax paid (2,807) (2,333) (1,875)
Operating profit 10,755 8,702
Net capital expenditure (1,627) (1,239) (932)
Non-underlying items within
Net interest payments (457) (340) (455) operating profit (see note 3) (1,072) 934
Free cash flow 5,198 6,393 7,671 Underlying operating profit before
Net cash flow (used in)/from investing tax 9,683 9,636
activities 2,453 (3,246) (1,481)
(a)
Net cash flow (used in)/from financing Tax on underlying operating profit (2,331) (2,175)
activities (8,890) (7,099) (5,804) Underlying operating profit after
tax 7,352 7,461
Goodwill 21,609 20,330
Net debt
Intangible assets 18,880 18,261
Net debt is a measure that provides valuable additional Property, plant and equipment 10,770 10,347
information on the summary presentation of the Group’s net Net assets held for sale 24 1,581
financial liabilities and is a measure in common use elsewhere.
Inventories 5,931 4,683
Net debt is defined as the excess of total financial liabilities, Trade and other current receivables 7,056 5,422
excluding trade payables and other current liabilities, over
Trade payables and other current
cash, cash equivalents and other current financial assets, liabilities (18,023) (14,861)
excluding trade and other current receivables, and non-
Period-end invested capital 46,247 45,763
current financial asset derivatives that relate to
financial liabilities. Average invested capital for the
period 46,005 43,279
Underlying return on invested
capital (%) 16.0 17.2
(a) Tax on underlying operating profit is calculated as underlying operating profit
before tax multiplied by underlying effective tax rate of 24.1% (2021: 22.6%)
which is shown on page 57.

58 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Financial performance: Additional financial disclosures

Underlying return on assets divided by the annual average of: property, plant and
equipment, net assets held for sale (excluding goodwill and
Underlying return on assets is a measure of the return intangibles), inventories, trade and other current receivables,
generated on assets for each Business Group. This measure and trade payables and other current liabilities for each
provides additional insight on the performance of the Business Business Group. The annual average is computed by adding
Groups and assists in formulating long-term strategies with the amounts at the beginning and the end of the calendar
respect to allocation of capital across Business Groups. year and dividing by two.
Business Group underlying return on assets is calculated as
underlying operating profit after tax for the Business Group

€ million
Beauty &
2022 Wellbeing Personal Care Home Care Nutrition Ice Cream Total
Underlying operating profit before tax 2,292 2,679 1,344 2,449 919 9,683
Tax on underlying operating profit (552) (644) (324) (590) (221) (2,331)
Underlying operating profit after tax 1,740 2,035 1,020 1,859 698 7,352
Property plant and equipment 1,775 2,259 2,112 2,196 2,428 10,770
Net assets held for sale — 2 — 20 — 22
Inventories 1,386 1,352 909 1,267 1,017 5,931
Trade and other receivables 1,439 1,601 1,457 1,632 927 7,056
Trade payables and other current liabilities (3,562) (3,918) (3,955) (4,095) (2,493) (18,023)
Period-end assets (net) 1,038 1,296 523 1,020 1,879 5,756
Average assets for the period (net) 979 1,403 558 1,295 1,780 6,015
Underlying return on assets (%) 178 145 183 144 39 122
2021
Underlying operating profit before tax 2,237 2,505 1,417 2,525 952 9,636
Tax on underlying operating profit (505) (565) (320) (570) (215) (2,175)
Underlying operating profit after tax 1,732 1,940 1,097 1,955 737 7,461
Property plant and equipment 1,541 2,422 1,913 2,235 2,236 10,347
Net assets held for sale — 2 — 678 — 680
Inventories 1,074 1,083 765 974 787 4,683
Trade and other receivables 1,048 1,216 1,093 1,355 710 5,422
Trade payables and other current liabilities (2,743) (3,214) (3,178) (3,673) (2,053) (14,861)
Period-end assets (net) 920 1,509 593 1,569 1,680 6,271
Average assets for the period (net) 863 1,355 638 1,643 1,564 6,063
Underlying return on assets (%) 201 143 172 119 47 123

Other information Auditor's report


Accounting standards and critical accounting policies The Independent Auditor’s Report issued by KPMG LLP on the
consolidated results of the Group, as set out in the financial
The consolidated financial statements have been prepared statements, was unqualified and contained no exceptions or
in accordance with IFRS as adopted by the UK and IFRS as emphasis of matter. For more details see pages 135 to 149.
issued by the International Accounting Standards Board. The
accounting policies are consistent with those applied in 2021 2021 financial review
except for the recent accounting developments as set out in
note 1 on pages 154 to 155. The critical accounting estimates The financial review for the year ended 31 December 2021 can
and judgements and those that are most significant in be found on pages 36 to 43 of our Annual Report and Accounts
connection with our financial reporting are set out in note 1 on Form 20-F filed with the United States Securities and
on pages 154 to 155. Exchange Commission on 9 March 2022.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 59
Non-financial performance
Improve the health of the planet
Climate action Target 2022 2021 2020

Zero GHG emissions in our operations by 2030 (% change †


in tonnes of GHG emissions from energy and refrigerant
(a)
-100% '-68% -64% -58%
use since 2015)

Halve GHG impact of our products across the lifecycle


by 2030 (% change in grams of CO2e per consumer use
(b)
-50% '-19% '-14%Θ -10%
since 2010)

Protect and regenerate nature Target 2022 2021 2020

Help protect and regenerate 1.5 million hectares of land,


forests and oceans by 2030 (hectares) 1.5m 0.2m 0.1m –
100% sustainable sourcing of our key agricultural crops
(% purchased) 100% 81% 79% –
Implement water stewardship programmes in 100 locations
in water-stressed areas by 2030 (number of water 100 8 – –
stewardship programmes)

Waste-free world Target 2022 2021 2020

-50% -13%
50% virgin plastic reduction by 2025 (% change in total (e)
tonnes of virgin plastic used vs 2019 baseline)
(b)(c)(d) '-8% –
25% recycled plastic by 2025 (% of total used in
packaging)
(b)(c)(d) 25% 21% 18% –
100% reusable, recyclable or compostable plastic †
packaging by 2025 (% of total tonnes of reusable,
(b)(c)(d)(f)
100% 55% 53% 52%
recyclable or compostable plastic packaging used)

Collect and process more plastic than we sell by 2025


(tonnes of plastic packaging collected and processed,
(b)(c)(d)
100% 58% – –
% of tonnes of plastic sold)

Maintain zero non-hazardous waste to landfill in


our factories (% disposed) 0% 0% 0% 0%

-50% '-17%
Halve food waste in our operations by 2025 (g)
(% change since 2019)
'-4% –

60 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance

Improve people’s health, confidence and wellbeing


Positive nutrition Target 2022 2021 2020


Double the number of products sold that deliver positive
nutrition by 2025 (% of servings sold)
(a) 54% 48% 41% 27%


70% 64%
70% of our portfolio to meet WHO-aligned nutritional △
standards by 2022 (% of sales by volume)
(a)(h) 63%Θ 61%

95% of packaged ice cream to contain no more than 22g


total sugar per serving by 2025 (% of sales by volume)
(a) 95% 89% 89% –

95% of packaged ice cream to contain no more than


250 kcal per serving by 2025 (% of sales by volume)
(a) 95% 94% 94% 93%

85% of our Foods portfolio to help consumers reduce their †


salt intake to no more than 5g per day by 2022 (% of sales
(a)(h)
85% 82% 81%Θ 77%
by volume)

€1.5 billion of sales per annum from plant-based products


in categories whose products are traditionally using €1.5bn €1.2bn – –
animal- derived ingredients by 2025 (€ sales)

Health and wellbeing Target 2022 2021 2020

Take action through our brands to improve health and


wellbeing and advance equity and inclusion, reaching
1 billion people per year by 2030 (number of people reached 1bn 667m 686m –
through brand communications and initiatives)

Contribute to a fairer and more socially inclusive world


Equity, diversity and inclusion Target 2022 2021 2020

Spend €2 billion annually with diverse businesses


worldwide by 2025 (€ spend) €2bn €818m €445m –

Raise living standards Target 2022 2021 2020


Help 5 million SMEs to grow their business by 2025
(number of SMEs)
(i) 5m 1.8m 1.2m –

Future of work Target 2022 2021 2020

Reskill or upskill our employees with future-fit skills by 2025


(% of employees with future-fit skills) 100% 15% 7% –

† This metric was subject to independent limited assurance by PricewaterhouseCoopers LLP (‘PwC’) in 2022. For PwC's 2022 Limited Assurance report and the
2022 Unilever Basis of Preparation for assured metrics see www.unilever.com/planet-and-society/sustainability-reporting-centre/independent-assurance.
Θ This metric was subject to independent limited assurance by PwC in 2021. For details and 2021 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
Δ This metric was subject to independent limited assurance by PwC in 2020. For details and 2020 Basis of Preparation, see www.unilever.com/planet-and-
society/sustainability-reporting-centre/reporting-archive.
(a) Measured for 12 month period ended 30 September.
(b) Measured for 12 month period ended 30 June.
(c) For the vast majority of products in scope, we have used the actual weight of plastic packaging sold to calculate this metric. For the remainder, we estimate the weight
using the average packaging weight of similar products.
(d) We have updated the scope of reporting on our plastic commitments from 29 to 27 countries to improve our data accuracy.
(e) We have updated our baseline period for reporting from 1 July 2017 – 30 June 2018 to 1 January – 31 December 2019 to improve our data quality. We have therefore
restated our 2021 performance using the 2019 baseline. Please see pages 32 to 33 for more details.
(f) Refers to ‘actual recyclability’ of plastic packaging, meaning that it is both technically possible to recycle the material; and that there are established examples to
recycle the material in the region where it is sold. The 'technical recyclability' metric was subject to independent limited assurance by PwC, see page 33.
(g) We have updated our 2019 baseline to reflect the divestment of our Tea business. Therefore, we are restating our 2021 performance.
(h) From 2023, these commitments will be replaced with a new target to ensure that 85% of our servings meet Unilever's Science-based Nutrition Criteria (USNC) by 2028.
(i) Measured for the 3 month period October to December.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 61
Non-financial performance: Additional non-financial disclosures

Additional non-financial disclosures


Unilever is subject to a number of mandatory reporting requirements. In the following pages, we provide part of our Section 172
disclosure, our Streamlined Energy and Carbon Reporting disclosure, employee gender reporting in alignment with the UK
Corporate Governance Code, our non-financial and sustainability information statement in line with the UK Companies Act 2006,
and our EU Taxonomy disclosure.

Section 172: Engaging with our stakeholders


The information set out below, together with the information on page 87 of our Governance Report, which explains how the
Board considers and engages with stakeholders, forms our section 172 statement under the UK Companies Act 2006. The
Unilever Compass Strategy for Sustainable Growth on page 4 details the six stakeholder groups we have identified as critical
to our future success: shareholders, our people, consumers, customers, suppliers & business partners and planet & society.
Throughout the Strategic Report we explain how we’ve worked to create value for each in 2022, as well as how our business
benefits from these vital relationships.

Stakeholder How we engaged in 2022 Find out more


Shareholders
We engage with our ■ We speak directly to shareholders through quarterly results Pages 87 and 90
shareholders on our strategy, broadcasts and conference presentations, as well as through
business performance and meetings and calls about aspects of business performance,
sustainability. consumer trends and sustainability issues.
■ Senior leaders and our Board speak directly to shareholders on
a broad range of issues. For example, in 2022 we presented to
investors on our Prestige business and our Health & Wellbeing
brand strategies.
■ We ran an investor event focused on our strategy for delivering
growth in December 2022.

Our people
Our 127,000 talented people ■ Through our UniVoice survey we engaged with around 96,000 office Pages 27 to 29
give their skills and time in and factory-based employees in 2022 across a number of topics, and 89
Unilever offices, factories and from employee wellbeing to leadership performance.
R&D laboratories around the ■ We also continued our UniPulse questionnaires, asking employees to
world. rate certain aspect of the company such as culture, work-life balance
and development opportunities.
■ We continued our ‘Your Call’ sessions with our CEO and ULE members
to give our workforce direct and regular access to our leadership
team to ask questions on issues of concern to them as employees,
such as our new Compass Organisation, diversity and inclusion,
returning to the workplace and company financial performance. Our
Chair, Nils Andersen, participated in a Your Call in November 2022.
■ At a market level, we held regular local, leader-led virtual townhall
meetings to engage with employees on locally relevant topics and
issues.
■ For the second year running, we held a virtual Compass Live event to
engage our employees on our Compass strategy, progress and
factors affecting our performance.

Consumers
3.4 billion people use our ■ We use consumer research from partners such as Kantar, Nielsen Pages 12 to 26
products every day. and Ipsos, who we engage through their regular surveys and panels.
■ We engage around three million consumers through our various
engagement platforms annually.

62 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures

Stakeholder How we engaged in 2022 Find out more


Customers
We partner with global ■ We are members of the Advantage Group Survey to help us Pages 12 to 27
retailers and digital commerce understand how we can improve our customers’ experience.
marketplaces through to small ■ Our larger retail partners have direct channels into us via our
family-owned stores, to grow Customer Development teams, meeting regularly to discuss a range
our business and theirs. of topics including shopper insights and ways to drive category
growth and sales. Through these relationships we produce Joint
Business Plans for mutual benefit.
■ We use an online platform to provide shopper insights and research
for our smaller retailer customers.

Suppliers & business partners

We work with suppliers in ■ Through our Supply Chain and Procurement teams, we communicate Pages 32, 34
over 150 countries to source with our suppliers and business partners frequently. and 36
materials and provide ■ We conduct an annual Partner with Purpose survey to understand
critical services for us, while how our suppliers feel about working with Unilever and areas for
supporting mutual and improvement.
sustainable growth.

Planet & society


As a global business with a ■ As part of our sustainability materiality process, we analyse insights Pages 30 to 41
global footprint, we consider from our key stakeholders to make sure we’re focusing on the most and 87
the planet and all its citizens important sustainability issues and to inform our reporting – see our
to be a key stakeholder. website for more details.
■ We continued our partnerships with other businesses throughout
the year, advocating for policy change on a range of sustainability
topics, including increased levels of national climate ambition and
access to finance for the vulnerable communities most affected by
the impacts of climate change.
■ Our CEO continued to support the UK COP26 presidency as a
member of the COP26 Business Leaders Group in 2022. We also
attended COP27.

Employee diversity
As part of our disclosure to comply with the UK Corporate Governance Code 2018, the table below shows our workforce diversity
by gender and work level as at 31 December 2022.

2022 2021

Gender statistics Female Male Unspecified Female Male Unspecified


Board 5 8 0 6 7 0
38% 62% 46% 54%
Unilever Leadership Executive (ULE) 3 10 0 4 9 0
23% 77% 31% 69%
Senior management (reporting to ULE) 27 60 0 20 55 0
31% 69% 27% 73%
(a)
Management 8,740 7,583 18 8,733 8,047 7
54% 46% 0.1% 52% 48% 0.04%
Total workforce 46,014 80,974 68 52,925 95,087 32
36% 64% 0.06% 36% 64% 0.02%

(a) Includes ULE and senior management.


Unspecified includes those who are not identified as male or female in our systems.
Employees who are statutory directors of the corporate entities included in this Annual Report and Accounts: 467 (63%) males and 280 (37%) females
(see pages 214 to 224).

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 63
Non-financial performance: Additional non-financial disclosures

Streamlined Energy and Carbon Reporting (SECR)


In line with the requirements set out in the UK Government’s guidance on Streamlined Energy and Carbon Reporting, the
table below represents Unilever’s energy use and associated GHG emissions from electricity and fuel in the UK (1 October to
30 September), calculated with reference to the Greenhouse Gas Protocol. The scope of this data includes eight manufacturing
sites and 11 non-manufacturing sites based in the UK. In 2022, the UK accounted for 7% of our global total Scope 1 and 2
emissions as well as 7% of our global energy use, outlined in the table below. See page 36 for more on energy efficiency
measures taken during 2022.

UK operations 2022 2021 2020


Biogas (kWh) 13,520,000 10,025,000 9,420,000
Natural gas (kWh) 242,688,000 226,110,000 231,832,000
LPG (kWh) 937,000 1,411,000 1,464,000
Fuel oils (kWh) 0 0 59,000
Coal (kWh) 0 0 0
Electricity (kWh) 107,309,000 171,897,000 190,790,000
Heat and steam (kWh) 255,480,000 192,738,000 201,709,000
(a)
Total UK energy (kWh) 362,788,000 364,635,000 392,499,000
Total global energy (kWh) 6,609,692,000 7,002,482,000 7,037,674,000
(b)
Total UK Scope 1 emissions (tonnes CO2) 39,545 45,740 46,918
UK Scope 1 emissions (kg CO2) per tonne of production 50.5 56.9 49.1
(b)(c)
Total UK Scope 2 emissions (tonnes CO2) 0 0 527
UK Scope 2 emissions (kg CO2) per tonne of production 0 0 0.6

(a) Fleet and associated diesel use excluded as it is not material. Transportation is operated by a third party and accounted for under Scope 3.
(b) We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). Our only material GHG
from energy is CO2, reported as required by the GHG Protocol. Other gases are immaterial. Energy use data is taken from meter reads and energy invoices from each
site and then converted to kWh using standard conversion factors as published by the IPCC.
(c) Carbon emission factors for grid electricity calculated according to the ‘market-based method’. Total Scope 2 emissions reported as zero as we now use 100%
renewable grid electricity across all our sites in the UK.

64 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Non-financial performance: Additional non-financial disclosures

Non-financial and sustainability information statement


In accordance with sections 414CA and 414CB of the Companies Act 2006 which outline requirements for non-financial
reporting, the table below is intended to provide our stakeholders with the content they need to understand our development,
performance, position and the impact of our activities with regards to specified non-financial matters. Our business model
can be found on pages 2 to 3, which identifies our stakeholder groups, and our principal risks can be found on pages 67 to 75.
Further information on these matters can be found on our website and in our Human Rights Report, including relevant policies.

Non-financial matter and relevant sections of Annual Report page reference


Annual Report
Environmental matters
Relevant sections of Annual Report and Accounts:
■ Climate action ■ Policies and due diligence: pages 32 to 33 and 35 to 41
■ Waste-free world ■ Position and performance (including relevant non-
■ Protect and regenerate nature financial KPIs): pages 39 to 40 and 60
■ Our Climate Transition Action Plan: Annual Progress Report ■ Risk: pages 43 to 51 and 69 and 70
■ Task Force on Climate-related Financial Disclosures ■ Impact: pages 32 and 33 and 43 to 51
statement

Social and community matters


Relevant sections of Annual Report and Accounts:
■ Raise living standards ■ Policies and due diligence: page 34
■ Position and performance (including relevant non-
financial KPIs): pages 34 and 61
■ Risk: pages 34 and 74
■ Impact: page 34

Employee matters
Relevant sections of Annual Report and Accounts:
■ Our People & Culture ■ Policies and due diligence: pages 27 to 29
■ Equity, diversity and inclusion ■ Position and performance (including relevant non-
■ Raise living standards financial KPIs): pages 27 to 29 and 61
■ Future of work ■ Risk: pages 27 to 29 and 71
■ Employee health and wellbeing ■ Impact: pages 27 to 29
■ Safety at work

Human rights matters


Relevant sections of Annual Report and Accounts:
■ Raise living standards ■ Policies and due diligence: page 34
■ Human rights ■ Position and performance (including relevant non-
financial KPIs): pages 34 and 61
■ Risk: pages 34 and 74
■ Impact: page 34

Anti-corruption and bribery matters


Relevant sections of Annual Report and Accounts:
■ Culture of integrity ■ Policies and due diligence: page 29
■ Position and performance (including relevant non-
financial KPIs): page 29
■ Risk: pages 29 and 74
■ Impact: page 29

WEF/IBC metrics
The World Economic Forum (WEF) and the International Business Council (IBC) have defined a number of metrics and disclosures
to help standardise environmental, social and governance reporting. Our Annual Report and Accounts includes a number of
the 'core' WEF/IBC metrics and disclosures, including: Governing purpose (pages 4 to 5), Ethical behaviour (page 29), Risk and
opportunity oversight (pages 67 to 75), Climate change (pages 35 to 41), and Employment and wealth generation (pages 27 to
28 and 34. Further information on core metrics will be available on our website.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance 65
Non-financial performance: Additional non-financial disclosures

EU Taxonomy disclosures
The EU Taxonomy sets out reporting obligations for certain European businesses. It outlines certain activities deemed to be
environmentally sustainable, and refers to them as “eligible” and “aligned” activities. For each eligible activity, businesses
need to assess whether they make a substantial contribution to the climate change mitigation and adaptation objectives
and whether they cause any significant harm with respect to the following environmental objectives: i) sustainable use and
protection of water and marine resources, ii) transition to a circular economy, iii) pollution prevention and control, and
iv) protection and restoration of biodiversity and ecosystems.
If the eligible activities are considered to make a substantial contribution and do no significant harm in accordance with the
criteria set out in the regulations, then the eligible activities are designated as “aligned” as long as the business also meets
a minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition.
The EU Taxonomy is work in progress, and in creating the current list of environmentally sustainable activities, the European
Commission have not yet considered our industry, focusing instead on the more carbon intensive industries where they believe
there is the most potential for climate change mitigation or adaptation.
Using the current list of eligible activities and the alignment criteria, we have reviewed the Group’s turnover, capital expenditure
and operating expenditure (as defined by the EU Taxonomy) to identify the extent of any eligible and aligned activities within
our business. The outcome of our review is presented below.
As the EU Taxonomy is not yet applicable to us and we are providing these disclosures voluntarily, we have chosen to set out
the extent of our eligible and aligned activities in a simplified format instead of showing them in the tables prescribed by the
EU Taxonomy.

Turnover
None of our turnover as detailed in our consolidated income statement (page 149) for the year ended 31 December 2022 is
derived from eligible activities. As a consequence, none of our turnover can be classified as aligned.

Operating expenditure
Operating expenditure as per the EU Taxonomy is defined as directly incurred, non-capitalised costs relating to research and
development, building renovations, short-term leases and the repair and maintenance of property, plant and equipment.
None of our operating expenditure for the year ended 31 December 2022 is in respect of eligible activities. As a consequence,
none of our operating expenditure can be classified as aligned.

Capital expenditure (intangible assets and property, plant and equipment)


17.7% of our capital expenditure for the year ended 31 December 2022, as detailed in our consolidated financial statements
(pages 173 and 175 to 176) is in respect of eligible activities. The majority of this relates to the acquisition of buildings as shown
in the table below. We have determined that none of this eligible capital expenditure can be classified as aligned. The principal
reason is because we do not have sufficient detailed documentation to support that this expenditure makes a substantial
contribution to either the climate change mitigation or climate change adaptation environmental objectives. It should be noted
that we do meet the minimum set of criteria with respect to human rights, bribery and corruption, taxation and fair competition.

Taxonomy-eligible but not Taxonomy-aligned activities € million % Capex


4. Energy
4.1 – Electricity generation using solar photovoltaic technology 0.6 0.0%
4.9 – Transmission and distribution of electricity 1.2 0.1%
4.15 – District heating/cooling distribution 2.0 0.1%
4.23 – Production of heat/cool from renewable non-fossil gaseous and liquid fuels 0.1 0.0%
4.24 – Production of heat/cool from bioenergy 0.1 0.0%
5. Water supply, sewage, waste management and remediation
5.1 – Construction, extension and operation of water collection, treatment and supply systems 0.4 0.0%
5.3 – Construction, extension and operation of wastewater collection and treatment 1.0 0.1%
5.5 – Collection and transport of non-hazardous waste in source segregated fractions 0.1 0.0%
5.7 – Anaerobic digestion of bio-waste 0.1 0.0%
5.9 – Material recovery from non-hazardous waste 0.5 0.0%
6. Transport
6.5 – Transport by motorbikes, passenger cars and light commercial vehicles 5.0 0.2%
7. Construction and real estate
7.2 – Renovation of existing buildings 3.3 0.1%
7.3 – Installation, maintenance and repair of energy efficiency equipment 5.1 0.2%
7.6 – Installation, maintenance and repair of renewable energy technologies 0.8 0.0%
7.7 – Acquisition and ownership of buildings 457.7 16.9%
Total Taxonomy-eligible but not Taxonomy-aligned activities 478.0 17.7%

66 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Performance
Our Principal Risks
Our risk appetite and approach to capture and communicate learnings. We have a framework
of Code Policies that underpins the Code of Business Principles
to risk management and sets out the non-negotiable standards of behaviour
expected from all our employees.
Risk management is integral to Unilever’s strategy and the For each of our principal risks we have a risk management
achievement of Unilever’s long-term goals. Our success as framework detailing the controls we have in place and who
an organisation depends on our ability to identify and exploit is responsible for managing both the overall risk and the
the opportunities generated by our business and in our individual controls mitigating that risk. Unilever’s functional
markets. In doing this, we take an embedded approach to risk standards define mandatory requirements across a range of
management which puts risk and opportunity assessment at specialist areas, which are key controls in mitigating these
the core of the Board agenda, which is where we believe it risks. Examples include health and safety, cyber, accounting
should be. and reporting, and financial risk management.
Unilever’s appetite for risk is driven by the following: Our assessment of risk considers both short-term and long-
■ Our growth should be consistent, competitive, term risks, including how these risks are changing, together
profitable and responsible. with emerging risk areas. These are reviewed on an ongoing
■ Our actions on issues such as plastic and climate change basis, and formally by senior management and the Board at
must reflect their urgency, and not be constrained by the least once a year.
uncertainty of potential impacts.
■ Our behaviours must be in line with our Code of Business Processes
Principles and Code Policies.
Unilever operates a wide range of processes and activities
■ Our ambition to continuously improve our operational
across all its operations covering strategy, planning, execution
efficiency and effectiveness. and performance management. Risk management is
■ Our aim to maintain a minimum A/A2 credit rating on
integrated into every stage.
a long-term basis.
Our approach to risk management is designed to provide Assurance and re-assurance
reasonable, but not absolute, assurance that our assets are
Assurance on compliance with the Code of Business Principles
safeguarded, the risks facing the business are being assessed
and our Code Policies is obtained annually from Unilever
and mitigated, and all information that may be required to
management via a formal Code declaration. In addition,
be disclosed is reported to Unilever’s senior management
there are specialist awareness and training programmes
including, where appropriate, the CEO and CFO.
which are run throughout the year and vary depending on the
business priorities. These specialist compliance programmes
Organisation supplement the Code declaration. Our Corporate Audit
function plays a vital role in providing to both management
The Board has overall accountability for the management
and the Board an objective and independent review of the
of risk and for reviewing the effectiveness of Unilever’s risk
effectiveness of risk management and internal control systems
management and internal control systems. The Board has
throughout Unilever.
established a clear organisational structure with well-defined
accountabilities for the principal risks that Unilever faces in
the short, medium and long term. This organisational structure Board assessment of compliance with the risk
and distribution of accountabilities and responsibilities ensure management frameworks
that every segment (either Business Group or country) through
which we operate has specific resources and processes for The Board, advised by the Committees where appropriate,
risk reviews and risk mitigation. This is supported by the ULE, regularly review the significant risks and decisions that could
which takes active responsibility for focusing on the principal have a material impact on Unilever. These reviews consider the
areas of risk to Unilever, including any emerging areas of level of risk that Unilever is prepared to take in pursuit of the
risks. The Board regularly review these risk areas, including business strategy and the effectiveness of the management
consideration of environmental, social and governance controls in place to mitigate the risk exposure.
matters, and retain responsibility for determining the nature The Board, through the Audit Committee, has reviewed the
and extent of the significant risks that Unilever is prepared to assessment of risks, internal controls and disclosure controls
take to achieve its strategic objectives. and procedures in operation within Unilever. They have also
considered the effectiveness of any remedial actions taken for
Foundation and principles the year covered by this Annual Report and Accounts and up
to the date of its approval by the Board.
Unilever’s approach to doing business is framed by our
purpose and values (see page 4). Our Code of Business Details of the activities of the Audit Committee in relation to
Principles sets out the standards of behaviour that we this can be found in the Report of the Audit Committee on
expect all employees to adhere to. Day-to-day responsibility pages 102 to 103.
for ensuring these principles are applied rests with senior Further statements on compliance with the specific risk
management across Business Groups, geographies management and control requirements in the UK Corporate
and functions. Governance Code (2018), the US Securities Exchange Act (1934)
A network of Business Integrity Officers and Committees and the US Sarbanes-Oxley Act (2002) can be found on
supports the activities necessary to communicate the Code, page 93.
deliver training, maintain processes and procedures (including
support lines) to report and respond to alleged breaches, and

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 67
Principal risks

Principal risks ■ Economic and political instability: heightened risk due to


growing geopolitical tensions and supply chain pressures,
Our business is subject to risks and uncertainties. On the including the impact of the Russia-Ukraine war. Further,
following pages we have identified the risks that we regard 2022 has seen unprecedented levels of inflation and
as the most material to Unilever’s business and performance a possible recession impeding growth and delivery of
at this time. shareholder value.
Our principal risks include risks that could impact our business Biodiversity loss has the characteristics of an emerging risk.
in the short term (i.e. the next two years), medium term (i.e. the A loss of forests and soil due to potential physical and
next three to ten years) or over the longer term (i.e. beyond ten regulatory risks could make future harvests more difficult
years). As part of our process to review our principal risks, we and expensive in the long term (see pages 45 and 48). Another
also consider any additional risks that could emerge in the emerging risk is the potential failure to keep pace with
future. advancements such as artificial intelligence, machine learning
and augmented reality which are predicted to become critical
Our principal risks have not changed this year. We also reflect
in understanding consumer preferences in the future.
on whether we think the level of risk associated with each of
our principal risks is increasing or decreasing. There are three We set out below certain mitigating actions that we believe
principal risks where we believe there is an increased level of help us to manage our principal risks. However, we may not be
risk compared with last year: successful in deploying some or all of these mitigating actions.
■ Business transformation: the transformation resulting
If the circumstances in these risks occur or are not successfully
mitigated, our cash flow, operating results, financial position,
from the Compass reorganisation will span the next two
business and reputation could be materially adversely
years. This is coupled with the ongoing transformation
affected. In addition, risks and uncertainties could cause
of our core business processes to create a superior actual results to vary from those described, which may include
customer experience. forward-looking statements, or could impact on our ability
■ Climate change: this risk has intensified during 2022, as
to meet our targets or be detrimental to our profitability
actions to address global warming are not moving at the or reputation.
pace anticipated and there has been an increase in physical
climate risks seen by increased flooding and droughts
together with the ongoing global energy crisis.

Risk Risk description Management of risk Level of risk


Brand Our success depends on the value and We monitor external market trends and No change
preference relevance of our brands and products to collate consumer, customer and shopper
consumers around the world and on our insights in order to develop category and
ability to innovate and remain competitive. brand strategies. We invest in markets and
segments where we have built, or are
Consumer tastes, preferences and confident that we can build, competitive
behaviours are changing more rapidly than advantage.
ever before. We see a growing trend for
consumers preferring brands which both Our brand communication strategies are
meet their functional needs and have an designed to optimise digital communication
explicit social or environmental purpose. opportunities. We develop and customise
brand messaging content specifically for each
Technological change is disrupting our of our chosen communication channels (both
traditional brand communication models. traditional and digital) to ensure that our
Our ability to develop and deploy the right brand messages reach our target consumers.
communication, both in terms of messaging Brand teams are driving social purpose into
content and medium is critical to the their brand’s proposition and communication.
continued strength of our brands.
Our Research and Development function
We are dependent on creating innovative actively searches for ways in which to
products that continue to meet the needs translate the trends in consumer preference
of our consumers and getting these new and taste into new technologies for
products to market with speed. incorporation into future products.
Our innovation management process
converts category strategies into projects
which deliver new products to market. We
develop product ideas both in-house and with
selected partners to enable us to respond to
rapidly changing consumer trends with speed.

68 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks

Risk Risk description Management of risk Level of risk


Portfolio Unilever’s strategic investment choices will Our Business Group strategies and our No change
management affect the long-term growth and profits of business plans are designed to ensure that
our business. resources are prioritised towards those
categories and markets having the greatest
Unilever’s growth and profitability are long-term potential for Unilever.
determined by our portfolio of Business
Groups, geographies and channels and Our acquisition and disposal activity is driven
how these evolve over time. If Unilever does by our portfolio strategy with a clear, defined
not make optimal strategic investment evaluation process.
decisions, then opportunities for growth
and improved margin could be missed.

Climate change Climate change and governmental actions We monitor climate change and in 2021 Increase
to reduce such change may disrupt our we published our Climate Transition Action
operations and/or reduce consumer Plan which provides details on how we
demand for our products. are reducing the carbon intensity of our
operations, developing products with a lower
Climate change is already impacting our carbon footprint or that require less water
business in various ways. Government during consumer use including details of how
action to reduce climate change such as we will achieve our GHG reduction targets
the introduction of a carbon tax, land which include net zero emissions across our
use regulations or product composition value chain by 2039 and zero emissions in our
regulations which restrict or ban certain operations by 2030.
GHG intensive ingredients, could impact our
business through higher costs or reduced We are decarbonising our operations
flexibility of operations. through eco-efficiency measures, powering
our factories with renewable electricity,
Physical environment risks such as water transitioning to renewable energy for heating
scarcity could impact our operations or and cooling and replacing climate harmful
reduce demand for our products that refrigerants. We invest in new products and
require water during consumer use. formulations so that our products work with
Increased frequency of extreme weather less water, poor quality water or no water.
events such as high temperatures,
hurricanes or floods could cause increased We monitor trends in raw material availability
incidence of disruption to our supply chain, and pricing due to short-term weather
manufacturing and distribution network. If impacts to ensure continued availability of
we do not take action, climate change could input materials and integrate weather system
result in increased costs, reduced profit and modelling into our forecasting process.
reduced growth. We also monitor government policy and
actions to combat climate change and take
proactive action to minimise the impact on
our business and advocate for changes to
public policy frameworks consistent with the
1.5°C ambition of the Paris Agreement.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 69
Principal risks

Risk Risk description Management of risk Level of risk


Plastic We use a significant amount of plastic to We are committed to reducing the amount No change
packaging package our products. A reduction in the of post-consumer plastic packaging waste
amount of virgin plastic we use, the use going to landfill. We have committed to
of recycled plastic and an increase in the ensuring 100% of our plastic packaging is
recyclability of our packaging are critical reusable, recyclable or compostable by 2025.
to our future success. We aim to halve our use of virgin plastic
by both reducing usage and accelerating
Both consumer and customer responses to
use of recycled plastic. This requires us to
the environmental impact of plastic waste
redesign products by considering multiple-
and emerging regulations by governments
use packs, wider use of refills, recycling and
to tax or ban the use of certain plastics
using post-consumer recycled materials in
requires us to find solutions to reduce the
innovative ways.
amount of plastic we use, increase recycling
post-consumer use and source recycled We are working on innovative solutions
plastic for use in our packaging. We are through new business models. We aim to
also dependent on the work of our industry collect and process more plastic packaging
partners to create and improve recycling than we sell, enabled through driving
infrastructure throughout the world. systematic change in circular thinking at an
industry level working with partners such as
There is a risk around finding appropriate
the Ellen MacArthur Foundation. We are also
replacement materials, but also due to high
working with governments, industry partners,
demand, the cost of recycled plastic or other
suppliers and consumers to raise awareness
alternative packaging materials could
and find solutions to improve the recycling
significantly increase in the foreseeable
infrastructure for plastics. We are helping
future and this could impact our business
consumers to understand disposal methods
performance. We could also be exposed
and supporting collection schemes and
to higher costs as a result of taxes or fines
facilities.
if we are unable to comply with plastic
regulations, which would again impact
our profitability and reputation.

Customer Successful customer relationships are vital We build and maintain trading relationships No change
to our business and continued growth. across a broad spectrum of channels ranging
from centrally managed multinational
Maintaining strong relationships with customers through to small traders accessed
our existing customers and building via distributors in many emerging markets.
relationships with new customers who have We identify changing shopper habits and
built new technology-enabled business build relationships with new customers,
models to serve changing shopper habits such as those serving the digital commerce
are necessary to ensure our brands are well channel.
presented to our consumers and available
for purchase at all times. Digital commerce We develop joint business plans with our key
continues to be a critical channel for growth. customers that include detailed investment
plans and customer service objectives and
The strength of our customer relationships we regularly monitor progress.
also affects our ability to obtain pricing and
competitive trade terms. Failure to maintain We have developed capabilities for customer
strong relationships with customers could sales and outlet design which enable us
negatively impact our terms of business to find new ways to improve customer
with affected customers and reduce the performance and enhance our customer
availability of our products to consumers. relationships. We invest in technology to
optimise order and stock management
processes for our distributive trade customers.

70 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks

Risk Risk description Management of risk Level of risk


Talent A skilled workforce and agile ways of We have an integrated management No change
working are essential for the continued development process which includes regular
success of our business. performance reviews underpinned by a
common set of leadership behaviours, skills
With the rapidly changing nature of work and competencies. We have development
and skills, there is a risk that our workforce plans to upskill and reskill employees for
is not equipped with the skills required for future roles and will bring in flexible talent
the new environment. to access new skills.
Our ability to attract, develop and retain We have targeted programmes to attract
a diverse range of skilled people is critical and retain top talent and we actively monitor
if we are to compete and grow effectively. our performance in retaining a diverse talent
This is especially true in our key emerging pool within Unilever.
markets where there can be a high level
of competition for a limited talent pool. We regularly review our ways of working
to drive speed and simplicity through our
The loss of management or other key business in order to remain agile and
personnel or the inability to identify, attract responsive to marketplace trends.
and retain qualified personnel could make
it difficult to manage the business and A move to more agile ways of working is
could adversely affect operations and ongoing to unlock internal capacity and
financial results. prioritise work based on growth and impact.

Business Our business depends on purchasing We have contingency plans designed to No change
Operations materials, efficient manufacturing and enable us to secure alternative key material
the timely distribution of products to supplies at short notice, to transfer or share
our customers. production between manufacturing sites and
to use substitute materials in our product
Our supply chain network is exposed to formulations and recipes.
potentially adverse events such as geo-
political sanctions, physical disruptions, We have policies and procedures designed
environmental and industrial accidents, to ensure the health and safety of our
trade restrictions or disruptions at a key employees and the products in our facilities,
supplier, which could impact our ability and to deal with major incidents including
to deliver orders to our customers. The business continuity and disaster recovery.
Russia-Ukraine war is an adverse event that Commodity price risk is managed through
has challenged and continues to challenge forward buying of traded commodities, other
the continuity and cost of our supply chain appropriate hedging mechanisms and
in 2022. product pricing. Trends are monitored and
Maintaining manufacturing operations modelled regularly and integrated into our
whilst adhering to changing local forecasting process.
regulations and meeting enhanced health
and safety standards has proven possible
but has required significant management. In
addition, ensuring the operation of a global
logistics network for both input materials
and finished goods continues to present
challenges and requires continued focus
and flexibility.
The cost of our products can be significantly
affected by the cost of the underlying
commodities and materials from which
they are made.
Fluctuations in these costs cannot always be
passed on to the consumer through pricing.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 71
Principal risks

Risk Risk description Management of risk Level of risk


Safe and high- The quality and safety of our products are Our product quality processes and controls No change
quality of paramount importance for our brands are comprehensive, from product design to
products and our reputation. customer shelf. They are verified annually and
regularly monitored through performance
The risk that raw materials are accidentally indicators that drive improvement activities.
or maliciously contaminated throughout the Our key suppliers are externally certified and
supply chain or that other product defects the quality of material received is regularly
occur due to human error, equipment failure monitored to ensure that it meets the rigorous
or other factors cannot be excluded. quality standards that our products require.
Labelling errors can have potentially serious In the event of an incident relating to the
consequences for both consumer safety safety of our consumers or the quality of our
and brand reputation. Therefore, on-pack products, incident management teams are
labelling needs to provide clear and activated in the affected markets under the
accurate ingredient information in order direction of our product quality, science and
that consumers can make informed communications experts, to ensure timely and
decisions regarding the products they buy. effective marketplace action.
We have processes in place to ensure that the
data used to generate on-pack labelling is
compliant with applicable regulations and
with relevant Unilever labelling policies in
order to provide the clarity and transparency
needed for consumers.

Systems and Unilever’s operations are increasingly To reduce the impact of external cyber- No change
information dependent on IT systems and the attacks impacting our business we have
management of information. firewalls and threat monitoring systems in
place, complete with immediate response
The cyber-attack threat of unauthorised capabilities to mitigate identified threats. We
access and misuse of sensitive information also maintain a global system for the control
or disruption to operations continues to and reporting of access to our critical IT
increase with the level of incidents rising systems. This is supported by an annual
year on year. Such an attack could inhibit our programme of testing of access controls.
business operations in a number of ways,
including disruption to sales, production and We have policies covering the protection of
cash flows, ultimately impacting our results. both business and personal information, as
well as the use of IT systems and applications
In addition, increasing digital interactions by our employees. Our employees are trained
with customers, suppliers and consumers to understand these requirements.
place ever greater emphasis on the need
for secure and reliable IT systems and We also have a set of IT security standards
infrastructure and careful management and closely monitor their operation to protect
of the information that is in our possession our systems and information. Hardware that
to ensure data privacy. runs and manages core operating data is fully
backed up with separate contingency systems
to provide real-time backup operations
should they ever be required.
We have standardised ways of hosting
information on our public websites and have
systems in place to monitor compliance with
appropriate privacy laws and regulations,
and with our own policies.

72 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks

Risk Risk description Management of risk Level of risk


Business Successful execution of business All acquisitions, disposals and global Increase
Transformation transformation projects is key to delivering organisational transformation projects are
their intended business benefits and sponsored by a member of the ULE. All such
avoiding disruption to other business projects have steering groups in place led
activities. by a senior executive and regular progress
updates are provided to the ULE and Board
In 2022, we announced the Compass (where relevant). Sound project disciplines are
Organisation, a significant transformation used in all transformation projects and these
to the way Unilever operates through projects are resourced by dedicated and
five new Business Groups. We are also appropriately qualified personnel.
continually engaged in major change
The digitalisation of our business is led by
projects, including acquisitions and
a dedicated specialist team together with
disposals. These changes drive continuous
representatives from all parts of the business
improvement in our business and
to ensure an integrated and holistic
strengthen our portfolio and capabilities.
approach.
Continued digitalisation of our business
models and processes, together with A significant part of the organisational
enhancing data management capabilities, transformation involves the transfer of
is a critical part of our transformation. activities to third parties on and offshore.
New ways of working are being developed
We have an extensive programme of to manage this new business model.
transformation projects. Failure to execute
Unilever also monitors the volume of change
such initiatives successfully could result in
programmes under way in an effort to
under-delivery of the expected benefits and
stagger the impact on current operations
there could be a significant impact on the
and to ensure minimal disruption.
value of the business.

Economic Adverse economic conditions may affect The breadth of Unilever’s portfolio and Increase
and political one or more countries, regions or may our geographic reach help to mitigate our
instability extend globally. Unilever operates around exposure to any particular localised risk. Our
the world and is exposed to economic flexible business model allows us to adapt
and political instability that may reduce our portfolio and respond quickly to develop
new offerings that suit consumers’ and
consumer demand for our products, disrupt
customers’ changing needs during economic
sales operations and/or impact the
downturns.
profitability of our operations.
We regularly update our forecast of business
In 2022, organisations have seen significant results and cash flows and, where necessary,
disruption and cost inflation coupled with rebalance investment priorities.
increased geopolitical tensions, such as the
Russia-Ukraine war. Further potential trade We believe that many years of exposure to
and economic sanctions risk global supply emerging markets have given us experience
chain disruption and deep recession. Risks of operating and developing our business
associated with the global energy crisis are successfully during periods of economic and
leading to significantly higher energy prices political volatility.
and could disrupt our operations.
Government actions such as trade and
economic sanctions, foreign exchange or
price controls can impact on the growth
and profitability of our local operations.
Unilever has more than half of its turnover
in emerging markets which can offer greater
growth opportunities but also exposes
Unilever to related economic and political
volatility.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 73
Principal risks

Risk Risk description Management of risk Level of risk


Treasury Unilever is exposed to a variety of external Currency exposures are managed within No change
and Tax financial risks in relation to Treasury prescribed limits and by the use of financial
and Tax. hedging instruments. Further, operating
companies borrow in local currency except
The relative value of currencies can where inhibited by local regulations, lack of
fluctuate widely and could have a local liquidity or local market conditions.
significant impact on business results.
Further, because Unilever consolidates its We seek to maintain access to global debt
financial statements in euros it is subject markets through short-term and long-term
to exchange risks associated with the debt programmes. In addition, we maintain
translation of the underlying net assets significant undrawn committed credit
and earnings of its foreign subsidiaries. facilities for general corporate purposes
as disclosed in note 16A.
We are also subject to the imposition of
exchange controls by individual countries Group treasury regularly monitors exposure
which could limit our ability to import to our banks, tightening counter-party limits
materials paid in foreign currency or to where appropriate. Unilever actively manages
remit dividends to the parent company. its banking exposures on a daily basis. We
regularly assess and monitor counter-party
A material shortfall in our cash flow could risk in our suppliers and customers and take
undermine Unilever’s credit rating, impair appropriate action to manage our exposures.
investor confidence and restrict Unilever’s
ability to raise funds. In times of financialOur Global Tax Principles provide overarching
crisis, there is a further risk that we may governance and we have a process in place
not be able to raise funds due to market to monitor compliance with the Tax Principles.
illiquidity. We have a Tax Risk Framework in place which
sets out the controls established to assess
We are exposed to counter-party risks with and monitor tax risk for direct and indirect
banks, suppliers and customers, which could taxes. We monitor proposed changes in
result in financial losses. taxation legislation and ensure these are
Tax is a complex and evolving area where taken into account when we consider our
laws and their interpretation are changing future business plans.
regularly, leading to the risk of unexpected
tax exposures. International tax reform
remains a key focus of attention.

Ethical Unilever’s brands and reputation are Our Code of Business Principles and our No change
valuable assets and the way in which we Code Policies govern the behaviour of our
operate, contribute to society and engage employees, suppliers, distributors and other
with the world around us is always under third parties who work with us. Our processes
scrutiny both internally and externally. for identifying and resolving breaches of our
Code of Business Principles and our Code
Acting in an ethical manner, consistent with Policies are clearly defined and regularly
the expectations of customers, consumers communicated throughout Unilever. Data
and other stakeholders, is essential for the relating to such breaches is reviewed by the
protection of the reputation of Unilever and ULE and by relevant Board Committees and
its brands. helps to determine the allocation of resources
for future policy development, process
A key element of our ethical approach to
improvement, training and awareness
business is to reduce inequality and promote
initiatives.
fairness. Our activities touch the lives of
millions of people and it is our responsibility
Our Responsible Partner Policy helps us to
to protect their rights and help them live
improve the lives of the people in our supply
well.
chains by ensuring human rights are
The safety of our employees and the people protected and makes a healthy and safe
and communities we work with is critical. workplace a mandatory requirement for our
Failure to meet these high standards could suppliers. We have detailed safety standards
result in damage to Unilever’s corporate and monitor safety incidents at the highest
reputation and business results. level.
Through our Brands with Purpose agenda,
a number of our brands are taking action on
societal issues such as fairness and equality.

74 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Principal risks

Risk Risk description Management of risk Level of risk


Legal and Compliance with laws and regulations is Unilever is committed to complying with the No change
regulatory an essential part of Unilever’s business laws and regulations of the countries in which
operations. we operate. In specialist areas the relevant
teams at global, regional or local levels are
Unilever is subject to national and regional responsible for setting detailed standards
laws and regulations in such diverse and ensuring that all employees are aware of
areas as product safety, product claims, and comply with regulations and laws specific
trademarks, copyright, patents, competition, and relevant to their roles.
health and safety, data privacy, the
environment, corporate governance, listing Our legal and regulatory specialists are
and disclosure, employment and taxes. heavily involved in monitoring and reviewing
our practices to provide reasonable
Failure to comply with laws and regulations assurance that we remain aware of and
could expose Unilever to civil and/or criminal in line with all relevant laws and legal
actions leading to damages, fines and obligations.
criminal sanctions against us and/or our
employees with possible consequences for
our corporate reputation.
Changes to laws and regulations could
have a material impact on the cost of
doing business.

Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks 75
Principal risks

Viability statement understanding the mitigation factors in respect of each


principal risk. The risks and mitigating factors are summarised
on pages 68 to 75.
The Directors have reviewed the long-term prospects of the
Group in order to assess its viability. This review incorporated The viability assessment has three parts:
the activities and key risks of the Group together with the ■ First, the Directors considered the period over which they
factors likely to affect the Group’s future development, have a reasonable expectation that the Group will continue
performance, financial position, cash flows, liquidity position to operate and meet its liabilities,
and borrowing facilities as described on pages 1 to 59. In ■ Second, they considered the current debt facilities and debt
addition, we describe in notes 15 to 18 on pages 180 to 195
headroom over the viability period, assuming that any debt
the Group’s objectives, policies and processes for managing
maturing can be re-financed at commercially acceptable
its  capital, its financial risk management objectives, details
of its financial instruments and hedging activities and its terms; and
■ Third, they considered the potential impact of severe but
exposures to credit and liquidity risk.
plausible scenarios over this period including:
■ assessing scenarios for each individual principal risk, for
Assessment
example the inability to recover from inflationary impacts;
In order to report on the long-term viability of the Group, the termination of our relationships with the three largest
the Directors reviewed the overall funding capacity and global customers; the loss of all material litigation cases;
headroom available to withstand severe events and carried a major IT data breach; the lost cost and growth
out a robust assessment of the principal risks facing the Group, opportunities from not keeping up with technological
including those that would threaten its business model, future changes and increase in physical climate risks including
performance, solvency or liquidity. This includes consideration its impact on operational costs; and
of external factors such as rises in inflation and slowing GDP ■ assessing scenarios that involve more than one principal

growth. The assessment also included reviewing and risk including the following multi-risk scenarios:

Multi-risk scenarios modelled Level of severity reviewed Link to principal risk


Contamination issue with one of our Significant reduction in sales of our largest ■ Safe and high-quality products
brands and the temporary closure of brand along with percolating impact on other ■ Brand preference
three of our largest factories. brands and closure of three of our largest ■ Supply chain
factories for a period of six months.
Geopolitical tensions leading to a major Closure of a key geographic market impacting ■ Economic and political
global incident affecting the availability availability of raw materials and increased instability
of key materials from a location and operational costs due to inflationary pressures ■ Supply chain
inability to recover all the increased cost not completely recovered.
due to inflationary pressures.
Climate change-related flooding driving Closure of a sourcing unit for a period of six ■ Climate change
closure of a key sourcing unit and months and significant water shortages causing ■ Supply chain
significant water shortages in key supply chain disruption in water-stressed sites ■ Brand preference
markets. and changing consumer preference towards
water efficient products.
Cyber-attack causing a temporary Loss of turnover coupled with reduction margins ■ Systems and information
shutdown of our systems and the impact and ongoing reputational damage and loss of ■ Business transformation
on profit if management failed to deliver confidence from our customers and consumers.
a major transformation project.

Findings ■ the Group has a healthy balance of short-term and long-


term debt programmes, with repayment profiles ensuring
■ Firstly, a three-year period is considered appropriate for this short-term commercial paper maturities do not exceed
viability assessment because it is the period covered by the €0.5 billion in any given week and long-term debt
strategic plan; and it enables a high level of confidence in maturities do not exceed €4.0 billion in any given year
assessing viability, even in extreme adverse events, due to ■ the Group has the equivalent of €7.4 billion in committed

factors such as: credit facilities with a maturity of 364 days which are used
■ the Group has considerable financial resources together
for backing up our commercial paper programmes.
with established business relationships with many ■ Thirdly, for each of our 14 principal risks, one of which is
customers and suppliers in countries throughout the climate, worst-case plausible scenarios have been assessed
world; together with multi-risk scenarios. None of the scenarios
■ high cash generation by the Group’s operations and reviewed, either individually or in aggregate would cause
access to the external debt markets; Unilever to cease to be viable.
■ flexibility of cash outflow with respect to significant

marketing programmes and capital expenditure projects


which usually have a two-to-three year horizon; and
Conclusion
■ the Group’s diverse product and geographical activities On the basis described above, the Directors have a reasonable
which are impacted by continuously evolving technology expectation that the Group will be able to continue in
and innovation. operation and meet its liabilities as they fall due over the
■ Secondly, the Group’s debt headroom and funding profile three-year period of their assessment.
was assessed. None of the future outlooks considered
resulted in significant liquidity headroom issues, primarily
because:

76 Unilever Annual Report and Accounts 2022 | Strategic Report – Our Principal Risks
Governance

78 Chair's Governance statement


80 Board of Directors
82 Unilever Leadership Executive (ULE)
84 Corporate Governance statement
95 Report of the Nominating and Corporate Governance Committee
100 Report of the Audit Committee
105 Report of the Corporate Responsibility Committee
109 Directors' Remuneration Report
Chair's Governance statement

We have taken decisions


underpinned by high
corporate standards.
Nils Andersen
Chair

Culture
As outlined in my letter on pages 6 to 7, Unilever has Consistent with previous years, the Board recognises the
responded well to challenging macroeconomic events while importance and differentiation that culture brings in the
at the same time transforming its organisational model. As a delivery of performance. At the heart of our Compass Strategy
Board, we are confident that this transformation will deliver for Sustainable Growth lies our purpose to make sustainable
greater speed, agility and accountability across the Group. living commonplace, delivered through our belief that
In a year of change, I am pleased to present our Corporate brands with purpose grow, companies with purpose last, and
Governance Report. The purpose of this Report is to update importantly, people with purpose thrive. As a Board and as
you on developments within Unilever’s corporate governance Directors individually we aim to lead by example, promoting
in the last year. We explain how we, as a Board, have taken a purposeful, accountable and high-performance culture.
decisions, underpinned by high corporate governance
standards. We remain proud of the Company’s commitment to help equip
employees to stay fit for the future of work and build a strong
talent pipeline through our personalised future-fit
Board priorities and delivery
development plans.
The focus of the Board in 2022 has been to drive the The Board remains engaged in the furtherance of equity,
Company’s vision; to deliver winning performance by being diversity and inclusion initiatives across our business. We want
the global leader in sustainable business. The Board has been to drive the Company’s vision to be a beacon for diversity
highly engaged in supporting the ULE and wider management and inclusion in order to build a fairer, more inclusive society
in this objective – especially through the aftermath of the through an equitable workplace. The Non-Executive Directors
Covid pandemic and the current and continuing challenging actively participate in workforce engagement sessions across
macroeconomic headwinds. In our meetings, we reviewed the year, listening to employees and discussing focus topics
and discussed the direction and strategies of each of the five such as equity, diversity and inclusion, agile ways of working
Business Groups as well as Unilever’s overall strategies in and performance culture. The Board receives reports from
respect of financial plan, supply chain operations, research these sessions throughout the year as well as the results of
and development, and sustainability. In addition, the Board employee perception surveys and feedback from town hall
has continued to engage with external stakeholders and meetings. It is pleasing to see that the most recent UniVoice
partake in deep dive knowledge sessions into certain areas survey, in which approximately 96,000 employees participated
of the business such as cyber security management and globally, showed an overall employee engagement score of
the Company’s ways of working following the Compass 81% in offices and 84% in factories. In particular, consistent
Organisation transformation. The Board was also pleased with the previous year, 94% of employees who participated
to be able to step up its face-to-face engagements with the consider that Unilever conducted its business with integrity
Unilever business overseas in 2022, following the relaxation and 87% of employees see Unilever as having an inclusive
of many Covid restrictions. The Board held Board and working environment in which everyone’s views are valued.
Committee meetings in the US and Singapore, and undertook These results demonstrate that people hold a positive view
visits to Unilever’s businesses in India, Indonesia and Vietnam. of Unilever’s culture. The Board and the ULE will continue
Details of the Board’s activity and focus during 2022 are set out to ensure that this permeates across the organisation.
on page 86.

78 Unilever Annual Report and Accounts 2022 | Governance


Chair's Governance statement

Board composition and succession


The Board of Unilever has implemented
The Board saw a number of changes during the year, with the standards of corporate governance and
appointment of Nelson Peltz and Hein Schumacher as Non-
Executive Directors, and the decision of our CEO, Alan Jope, disclosure policies applicable to a UK
to retire in 2023. The Board is delighted that, after a thorough incorporated company, with listings in
global search, Hein Schumacher has been appointed as the London, Amsterdam and New York.
new CEO from 1 July 2023. More details on these appointments
can be found on pages 96 and 97.
Application of the provisions of the 2018 UK
It is my responsibility as Chair to provide leadership and Corporate Governance Code (the ‘Code’)
ensure that we have a Board able to make high-quality
decisions. A key part of that role is to ensure the Board works In respect of the year ended 31 December 2022, Unilever
collaboratively with the executive team, providing support and was subject to the Code (available from www.frc.org.uk).
guidance and constructively challenging management when The Board is pleased to confirm that Unilever applied the
necessary. This requires Directors who have a diverse range principles and complied with all the provisions of the Code
of skills, experience and attributes, which I am pleased, I can throughout the year. Further information on compliance
confidently say, we have in our current Board. with the Code can be found as follows:

Board leadership and Company purpose page


Board and Committee evaluation
Long-term value and sustainability 102
In line with our three-year cycle, the Board conducted an Culture 27, 78
evaluation of its performance in 2022. The Board’s review
was externally facilitated by an independent expert and Shareholder engagement 90

was conducted in tandem with internal evaluations of the Other stakeholder engagement 87
Committees. The findings from both processes provide a clear Conflicts of interest 88
agenda for us to continue to improve as a Board in 2023 and Role of the Chair 85
provide areas for future focus, which are discussed in more
detail later in this report. The review confirmed that the Board Division of responsibilities
and its Committees are effective.
Non-Executive Directors 85
In particular, during 2022, the Board gave its full support Independence 88
to Alan Jope in driving the Compass Organisation
transformation. With the appointment by the Board of a Composition, succession and evaluation
new CEO from 1 July 2023, the Board will prioritise supporting Appointments and succession planning 96 – 97
his effectiveness, alongside a focus on driving shareholder
Skills, experience and knowledge 98
value for the short, medium and long term, together with a
continued commitment to Unilever’s purpose and values. Length of service 99
Evaluation 88 – 89
The Board has confidence that Unilever’s new structure
together with its new leadership will prove a powerful Diversity 97
combination to enhance Unilever’s performance and, in
turn, bring value creation for its key stakeholders. Over Audit, risk and internal control
the course of 2023, the Board will continue to give its full Committee 101
support to management in driving top line growth during Integrity of financial statements 101
2023 and beyond.
Fair, balanced and understandable 102
Internal controls and risk management 103
External auditor 103
Principal and emerging risks 102

Nils Andersen Remuneration


Chair Policies and practices 109 -131
Alignment with purpose, values and long-term 113
strategy
Independent judgement and discretion 109

Unilever also complied with the Listing Standards of


the New York Stock Exchange applicable to foreign
private issuers. Please see page 79 for further information.

Unilever Annual Report and Accounts 2022 | Governance 79


Board of Directors
Nils Andersen Alan Jope Graeme Pitkethly
Chair and Non-Executive Director CEO CFO

Nationality Nationality British Nationality British


Danish Age 58, Male Age 56, Male
Age 64, Male Appointed CEO Appointed CFO
Appointed April January 2019 October 2015
2015 Appointed Appointed
Director May 2019 Director April 2016

Current external appointments: Current external appointments: Current external appointments:


AkzoNobel NV (Chair); Worldwide Generation Unlimited (Chair). Pearson plc (NED); Financial Stability
Flight Services (Chair); Salling Previous experience: Beauty & Board Task Force on Climate-related
Foundation (NED); European Round Financial Disclosures (Vice Chair);
Personal Care Division (President);
Table of Industrialists (member). The 100 Group Main Committee (Vice
Unilever Russia, Africa and Middle East
Chair); UN Global Compact (CFO Task
Previous experience: Faerch Plast (President); Unilever North Asia
Force).
(Chair); Salling Group (Chair); BP plc (President); SCC and Dressings (Global
(NED); A.P. Moller – Maersk A/S (Group Category Leader); Home and Personal Previous experience: Unilever UK
CEO); Carlsberg A/S and Carlsberg Care North America (President). and Ireland (EVP and General
Breweries A/S (CEO); European Round Manager); Finance Global Markets
Table of Industrialists (Vice Chairman); (EVP); Group Treasurer; Head of M&A;
Unifeeder S/A (Chairman). FLAG Telecom (VP Corporate
Development); PwC.

Andrea Jung Vice Chair/ Dr Judith Hartmann Adrian Hennah


Senior Independent Director Non-Executive Director Non-Executive Director

Nationality Nationality Nationality British


American/ Austrian Age 65, Male
Canadian Age 53, Female Appointed
Age 63, Female Appointed April November 2021
Appointed May 2015
2018

Current external appointments: Current external appointments: Current external appointments:


Grameen America Inc. (President and None. J Sainsbury plc (NED); Oxford
CEO); Mastercard Inc. (NED); Harvard Nanopore Technologies plc (NED).
Business School (Professor). Previous experience: ENGIE Group
(Deputy CEO); Suez (NED); General Previous experience: Reckitt
Previous experience: Avon Products Electric (various roles); Bertelsmann SE Benckiser Group plc (Executive Director
Inc. (CEO); General Electric (Board & Co. KGaA (CFO); RTL Group SA (NED); & CFO); RELX plc (NED).
member); Daimler AG (Board member). Penguin Random House LLC (NED).

80 Unilever Annual Report and Accounts 2022 | Governance


Board of Directors

Susan Kilsby Ruby Lu Strive Masiyiwa


Non-Executive Director Non-Executive Director Non-Executive Director
Nationality Nationality Nationality
American/British Chinese Zimbabwean
Age 64, Female Age 52, Female Age 62, Male
Appointed August Appointed Appointed April
2019 November 2021 2016

Current external appointments: Current external appointments: Current external appointments:


Fortune Brands Innovations (Chair); Uxin Limited (NED); Yum China Netflix Inc. (NED); International
Diageo plc (SID); NHS England (NED); Holdings Inc. (NED). Advisory Board of Bank of America
UK Takeover Panel. (Board member); Stanford University
Previous experience: Advisory Board (Board member);
Previous experience: iKang Healthcare Group (NED); Blue National Geographic Society
BHP plc (NED); L’Occitane International City Holdings Limited (NED). (Board member).
(NED); Keurig Green Mountain (NED);
Coca-Cola HBC AG (NED); Goldman Previous experience: Africa Against
Sachs International (NED); Shire plc Ebola Solidarity Trust (Co-Founder
(Chair); Mergers and Acquisitions, and Chairman); Grow Africa (Co-
EMEA – Credit Suisse (Chair). Chairman); Nutrition International
(Chairman); Rockefeller Foundation
(Trustee).

Professor Youngme Moon Nelson Peltz Hein Schumacher


Non-Executive Director Non-Executive Director Non-Executive Director

Nationality Nationality Nationality Dutch


American American Age 51, Male
Age 58, Female Age 80, Male Appointed
Appointed April Appointed July October 2022
2016 2022 Appointed CEO
effective 1 July
2023
Current external appointments: Current external appointments: Current external appointments:
Mastercard Inc. (Board member); Trian Fund Management LP (CEO & Royal FrieslandCampina (CEO); Global
Sweetgreen Inc. (Board member); Jand Founding Partner); The Wendy's Dairy Platform (Chair).
Inc. (Warby Parker) (Board member); Company (Chairman); Janus
Harvard Business School (Professor). Henderson Group (NED). Previous experience: Royal
FrieslandCampina (CFO); C&A AG
Previous experience: Harvard Previous experience: Invesco Ltd (Board member); Heinz China (CEO);
Business School (Chair and Senior (NED); Procter & Gamble (NED); Sysco Kraft Heinz Company (senior
Associate Dean for the MBA Program); Corp. (NED); Ingersoll Rand plc (NED); management positions); Ahold NV
Massachusetts Institute of Technology Heinz Company (NED); Triarc (Corporate Controller Asia & Central
(Professor); Avid Technology (NED); Companies (CEO & Chairman). America).
Rakuten Inc. (NED).

Feike Sijbesma
Non-Executive Director
Nationality Dutch
Age 63, Male
Appointed
November 2014

Current external appointments: Previous experience: Royal DSM


Royal Philips (Chairman); Royal DSM NV (Former CEO); Utrecht University
NV (Honorary Chairman); De (Supervisory Director); Stichting
Nederlandsche Bank NV (Member Dutch Cancer Institute/Antoni van
of the Supervisory Board); Trustees Leeuwenhoek Hospital NKI/AVL
of the World Economic Forum (Board (Supervisory Director); CPLC WBG
member); Board of the Global Center (Chair).
on Adaptation (Co-Chair); Africa
Improved Foods (Advisor).

Unilever Annual Report and Accounts 2022 | Governance 81


Unilever Leadership Executive (ULE)
Conny Braams Chief Digital & Matt Close Reginaldo Ecclissato
Commercial Officer President, Ice Cream Chief Business Operations & Supply
Chain Officer
Nationality Dutch Nationality British Nationality
Age 57, Female Age 53, Male Brazilian
Appointed to ULE Appointed to ULE Age 54, Male
January 2020 April 2022 Appointed to ULE
Joined Unilever Joined Unilever January 2022
1990 1992 Joined Unilever
1991

Current external appointments: Previous experience: Various Previous experience: Mexico,


Kröller-Müller Museum (Advisory Unilever roles including Global Ice Caribbean, and Central America (EVP);
Board member); Rotterdam School Cream (EVP); Ice Cream Europe (VP); North America and Latin America (EVP
of Management, Erasmus University Marketing Foods and Ice Cream Supply Chain); Home Care for the
(Advisory Board member). Europe(VP); Marketing Home and Americas (VP Supply Chain).
Previous experience: Unilever Personal Care UK & Ireland (VP);
Personal Care UK & Ireland (Category
Middle Europe (EVP); Unilever Benelux
Director); Magnum (European Brand
(Chair and EVP); Home Care Europe
Development Director).
(EVP); Unilever Food Solutions Asia,
Africa and Middle East (EVP); various
Unilever marketing and general
management roles.

Hanneke Faber Fernando Fernandez Fabian Garcia


President, Nutrition President, Beauty & Wellbeing President, Personal Care
Nationality Dutch Nationality Nationality
Age 53, Female Argentinian American
Appointed to ULE Age 56, Male Age 63, Male
January 2018 Appointed to ULE Appointed to ULE
Joined Unilever April 2022 January 2020
2018 Joined Unilever Joined Unilever
1988 2020

Current external appointments: Previous experience: Latin America Current external appointments:
Tapestry Inc. (NED); FoodDrinkEurope (EVP); Brazil (EVP); Philippines (SVP); Council on Foreign Relations in the US
(Board member); Leading Executives Global Hair Care Europe (SVP); Hair (member); Arrow Electronics (Board
Advancing Diversity (LEAD) (Advisory Care Latin America (VP); and Laundry member).
Board member); Pepsi/Lipton JV Argentina (Marketing Director). Previous experience: Unilever North
(Board member).
America (President); Revlon (President
Previous experience: Bayer AG and CEO); Colgate- Palmolive (COO;
(Supervisory Board member); Royal President of the Asia/Pacific Division,
Ahold Delhaize (CEIO & EC member); EVP Latin America); P&G (President
Royal Ahold (CCO & EC member); of Asia Pacific, General Manager
P&G (VP & GM). of Venezuela).

82 Unilever Annual Report and Accounts 2022 | Governance


Unilever Leadership Executive (ULE)

Sanjiv Mehta President, Unilever, Nitin Paranjpe Chief People and Richard Slater
South Asia, and CEO & Managing Transformation Officer, and Chair of Chief R&D Officer
Director, Hindustan Unilever Hindustan Unilever
Nationality Indian Nationality Indian Nationality British
Age 62, Male Age 59, Male Age 45, Male
Appointed to ULE Appointed to ULE Appointed to ULE
May 2019 October 2013 April 2019
Joined Unilever Joined Unilever Joined Unilever
1992 1987 2019

Current external appointments: Current external appointments: Previous experience: GSK (Head of
Air India Limited (independent Board Heineken N.V. (Member of the R&D, Consumer Healthcare); Reckitt
Director); Board of Indian School of Supervisory Board). Benckiser (Head of R&D, Consumer
Business (Director); Federation of Previous experience: Foods & Healthcare); Reckitt Benckiser (Global
Indian Chambers of Commerce and Group Director/VP R&D Personal Care;
Refreshment (President); Home Care
Industry (Senior Vice President); Breach Global Director R&D Aircare,
(President); Unilever South Asia (EVP)
Candy Hospital Trust (member); South Analgesics and New Brands); Boots
and Hindustan Unilever Limited (CEO);
Asia Advisory Board of Harvard Healthcare (various roles).
Home and Personal Care India (EVP);
Business School (member); Xynteo’s
Home Care India (VP); senior positions
‘India 2022’ (Chair).
in Laundry and Household Care.
Previous experience: Advisory
Network to the High Level Panel for
a Sustainable Ocean Economy (Co-
Chair); Unilever North Africa and
Middle East (Chair and CEO); Unilever
Philippines Inc. (Chair and CEO);
Unilever Bangladesh Limited (Chair
and Managing Director).

Peter ter Kulve Maria Varsellona Chief Legal Officer


President, Home Care & Group Secretary

Nationality Dutch Nationality Italian


Age 58, Male Age 52, Female
Appointed to ULE Appointed to ULE
May 2019 April 2022
Joined Unilever Joined Unilever
1988 2022

Previous experience: Unilever South Previous experience: Chief Legal


East Asia & Australasia (President) and Officer and Company Secretary ABB;
Chief Digital Transformation & Growth Chief Legal Officer Nokia Group;
Officer; Corporate Transformation General Counsel Nokia Siemens;
(EVP); Unilever Benelux (Chair and General Counsel Tetra Laval Group;
EVP); Unilever Ice Cream (Global Head variety of senior global legal roles
& EVP); various brand and channel in General Electric Oil & Gas.
management roles.

Unilever Annual Report and Accounts 2022 | Governance 83


Corporate Governance

Unilever's structure of long-term value for stakeholders. The Board discharges


some of its responsibilities directly and others through four
principal Committees (Audit Committee, Compensation
Unilever PLC (Unilever), incorporated in England and Wales
Committee, Nominating and Corporate Governance
in 1894, is the parent company of the Unilever Group.
Committee, and the Corporate Responsibility Committee)
Unilever’s shares are traded through its premium listing on
which it has established to provide dedicated focus on
the London Stock Exchange and its listing on the Amsterdam
particular areas. The Reports of each of these Committees
Exchange Index on Euronext. Unilever’s shares are also traded
can be found on pages 100, 112, 95 and 105. The Report
on the New York Stock Exchange in the form of American
of the Audit Committee includes a description of the risk
Depositary Receipts.
management and internal control arrangements for
the Group. In addition, there are two management
Unilever’s governance framework committees, the Unilever Leadership Executive (ULE)
and the Disclosure Committee.
To facilitate its oversight role, and to ensure that it retains
decision-making power over material matters, the Board has
put in place a governance framework to support the creation

Board
The Board's primary role is to ensure the long-term sustainable success
of Unilever for the mutual benefit of all our stakeholders.

Independent oversight and rigorous challenge

Nominating
and Corporate Corporate
Governance Audit Responsibility Compensation
Committee (NCGC) Committee (AC) Committee (CRC) Committee (CC)
Reviews the composition Responsible for Oversees Unilever's Determines the
of the Board and monitoring the integrity conduct as a responsible remuneration
Committees and makes of Unilever's financial and ethical global framework/policy for
recommendations to statements and for business, reviews the Executive Directors
the Board on suitable ensuring the sustainability-related and ULE. Considers
candidates for effectiveness of the risks and reputational alignment with
appointment to the internal audit function, matters and provides regulation, market
Board and Committees. internal controls and risk guidance and practice and principles
Assists the Board on management processes, recommendations of good governance and
Board and senior and managing the to the Board on ensuring remuneration
management relationship with the sustainability and is linked to corporate
succession planning, external auditor. reputational matters. and individual
conflicts of interest performance. Also
and independence. reviews remuneration-
related workforce
policies and practices.

CEO & ULE


The CEO, supported by the ULE, is responsible for ensuring delivery of the Group's
strategy, business plans and financial performance.

Disclosure Committee
Responsible for overseeing the accuracy, materiality and timeliness of disclosure
of financial and other public announcements and evaluates and oversees
the adequacy of Unilever's disclosure controls and procedures.

84 Unilever Annual Report and Accounts 2022 | Governance


Corporate Governance

The Board has ultimate responsibility for the development When there is a Board meeting, the Non-Executive Directors
of strategy, material acquisitions and divestments, material usually also meet without the Executive Directors present.
capital expenditure, the Company’s capital structure and The Chair, or in his absence the Senior Independent Director
other financing matters, oversight of policies, procedures (SID), chairs such meetings.
and internal controls, setting and monitoring the Group’s
Attendance during the year at each of the Committees'
culture and promoting ethical behaviour.
meetings is also set out below. Further information is provided
A summary of the activities of the Board during the year is in the relevant Committee reports.
provided in later pages of this Annual Report and Accounts
together with reports from each of the Committees. In
addition, the schedule of matters reserved for the Board, a
comprehensive summary of how the Board operates and the Site visits
terms of reference for the four principal Committees and the
Disclosure Committee are available on the Company’s website In addition to the formal Board meetings, several
in the Governance of Unilever. (www.unilever.com/board-and- Non-Executive Directors visited Unilever sites in India,
management-committees) Indonesia and Vietnam in order to better understand
The Chair leads the Board and is responsible for its overall the businesses in these countries. These site visits allow
effectiveness in directing the Unilever Group. The Chair sets the the Non-Executive Directors to observe the Group's
Board’s agenda, ensures the Directors receive accurate, timely operations in action, they reinforce their knowledge
and clear information, promotes and facilitates constructive and enable them to experience first-hand the culture
relationships and effective contribution of all the Executive of the Group.
and Non-Executive Directors, and promotes a culture of The site visits involve intensive itineraries. The Non-
openness and debate. The Non-Executive Directors provide Executive Directors receive presentations on a variety
constructive challenge, strategic guidance, specialist advice of topics, including strategy, business and financial
and hold management to account. The Group Secretary performance, distribution and marketing. The Non-
supports the Board to ensure that it has the policies, Executive Directors meet with local management
processes, information, time and resources it needs to teams, they visit markets and stores where Unilever
function effectively and efficiently. products are sold and meet, where possible, with
external stakeholders. Local workforce engagement
Board and Committee meetings sessions are also organised wherever possible. Such
sessions took place in the US, Indonesia, Vietnam and
There were six scheduled Board meetings in 2022 and an Singapore in 2022.
additional five meetings were convened to discuss strategic
and transactional matters. Two scheduled Board meetings
were held outside the UK in the US and Singapore, at which
time the Board visited local operations and met with the local
management teams and the workforce. The remainder of the
meetings were held in the UK.

Board and Committee attendance

Position Board NCGC AC CRC CC


Chair
Nils Andersen 6/6 4/4 – – 8/8
Non-Executive Directors
Judith Hartmann 6/6 – 8/8 – –
Adrian Hennah 6/6 – 8/8 – –
Andrea Jung 6/6 4/4 – – 8/8
Susan Kilsby 6/6 – 8/8 – –
Ruby Lu 6/6 4/4 – – 8/8
Strive Masiyiwa 6/6 – – 3/4 –
Youngme Moon 6/6 – – 4/4 –
1
Nelson Peltz 3/3 – – – 3/3
2
Hein Schumacher 2/2 – 2/2 – –
Feike Sijbesma 6/6 4/4 – 4/4 –
Executive Directors
Alan Jope 6/6 – – – –
Graeme Pitkethly 6/6 – – – –
Former Directors
3
Laura Cha 3/3 1/2 – – 3/4
3
John Rishton 3/3 – 4/4 – –

1. Appointed as Non-Executive Director 20 July 2022


2. Appointed as Non-Executive Director 4 October 2022
3. Stepped down as Non-Executive Director 4 May 2022

Unilever Annual Report and Accounts 2022 | Governance 85


Corporate Governance

Board focus ■ approved the notice of meeting for the AGM;


■ approved the Governance of Unilever and Committee terms
During the year, the Board considered a comprehensive of reference; and
programme of regular matters drawn from the schedule
■ considered the work of the Nominating and Corporate
of matters reserved for the Board and the immediate and
Governance Committee on Board composition and
prospective operating environment. The schedule below is
not exhaustive and demonstrates the breadth of oversight succession planning and approved the appointments
provided by the Board. Some of the Board's key decisions in of Nelson Peltz and Hein Schumacher as independent
2022 are discussed in more detail on page 87. Non-Executive Directors.

Society and sustainability


Strategy and business plan
■ considered and approved the Modern Slavery Act Statement;
■ implemented and monitored the transition to the Compass ■ considered and supported commitments by management
Organisation resulting in a category-led and market- on Nutrition to report the performance of our foods products
focused business model; against nutrition standards; and
■ approved the acquisition of Nutraceutical Wellness Inc; ■ reviewed the sustainability strategy and performance,
■ discussed the proposed acquisition of the consumer including review of the regulatory development of
healthcare business of GSK and Pfizer with the ultimate sustainability reporting requirements and the Group's
decision not to continue with its proposed offer; sustainability KPIs.
■ reviewed the Unilever strategy at Business Group level; and
reviewed the R&D strategy including the Group's
Political and regulatory environment

innovation pipeline.
■ received updates from various external speakers on the
Operational performance and financial management macro environment from economic, social and political
perspectives and global security issues; and
■ regularly reviewed Unilever Group operational and financial ■ received updates on emerging legislation and regulation.
performance and delivery against strategic objectives,
business plans including budget and forecast, financial and
Culture and stakeholders
non-financial KPIs and against analysts’ consensus and
market guidance; ■ reviewed the 2022 workforce engagement programme
■ considered and approved quarterly dividends; covering both employees and employee representatives
■ significant shareholders of PLC considered and approved and considered feedback from the sessions; and
a share buyback programme of up to €3bn over 2022 and ■ regularly reviewed investor feedback reports and
2023; and analysts' reports.
■ considered and approved the issuance of new shares to
be used to settle the vesting of share awards granted to Risk and internal controls
employees under various employee share plans.
■ considered feedback from the Audit Committee on its
assessment of the ongoing effectiveness of the Group’s
Governance and external reporting
internal controls; and
■ considered feedback from the Audit Committee in relation to ■ reviewed the findings from the assessment of the Group’s
significant judgements, fair, balanced and understandable register of principal risks and focus risks and approved the
assessment, going concern basis of preparation and related risk management plans.
viability statement;
■ approved half- and full-year results and annual report
and accounts;

86 Unilever Annual Report and Accounts 2022 | Governance


Corporate Governance

Key decisions by the Board including Section 172 considerations


The table below shows some of the key decisions of the Board in 2022. The Directors confirm that the deliberations of the Board
incorporated appropriate consideration of the matters detailed in Section 172 of the Companies Act 2006. As stewards of the
Company, the Board recognises that having regard to the needs and expectations of stakeholders is crucial, as it ensures that
Unilever is well positioned to deliver long-term sustainable growth for the benefit of all its stakeholders.

Strategy and business plan


Background
The Compass Organisation, announced in January 2022, created a simpler organisation with five category-focused business
groups. Business plans are designed to unlock value from operational efficiency and predicated on resources being prioritised
towards higher growth categories and markets that have the greatest long-term potential for Unilever. Unilever’s acquisition
and disposal activity is driven by this same strategic objective.
In January 2022, the Board decided not to continue with its proposed offer to acquire the consumer healthcare business of GSK
and Pfizer. In May 2022, the Board approved the acquisition of an increased equity interest of up to a total of 80% in
Nutraceutical Wellness Inc. (Nutrafol brand). Nutrafol is a premium brand that has developed a range of clinically tested hair
products aimed at consumers experiencing hair loss and other hair wellness issues.

Stakeholder considerations
The Compass Organisation takes into account the interests of shareholders in its aims to create value for shareholders. It
takes into account customers and consumers and the additional focus that the new organisational structure can bring to
those groups. Suppliers will also continue to benefit from the scale of requirements that the Group can bring and overall
covenant of the Group.
Following the proposed offer for the consumer health business of GSK and Pfizer becoming public, the Board took into account
investor attitudes to the proposal in its decision not to continue with its proposed offer. The Board concluded that Unilever’s
ongoing strategy of organic growth and bolt-on acquisitions in relevant, higher value Business Group categories would
continue to deliver long-term sustainable value for Unilever’s shareholders and wider stakeholders.
In evaluating the acquisition of Nutrafol, the Board considered the alignment of the acquisition with Unilever’s strategy,
the potential financial returns on investment, and whether the commercial terms of the acquisition were in the interests of
shareholders as a whole. The Board agreed that Nutrafol was a good strategic fit for the Company. The Board also considered
the employees of Nutrafol in their deliberations, including how best to preserve the entrepreneurial culture and drive that the
founders of Nutrafol had created. In addition, the Board considered how best to minimise disruption during integration into
Unilever, as well as ways to support and retain Nutrafol employees.

Society and sustainability


Background
The Group’s vision is to deliver winning performance by being the global leader in sustainable business. During the year, the
Board supported the move to be the first global foods company to publicly report the performance of its product portfolio
against six different government-endorsed nutrient profile models as well as its own high nutrition standards. The Board
also reviewed the progress in respect of the Group’s progress under its Climate Transition Action Plan (CTAP), which remains
at the forefront of our thinking and activities. The regulatory environment continues to evolve in this area as well and the
Board continues to support the ULE and our management teams on the CTAP and in its ongoing review and response to
sustainability-related regulations together with the measurement of our progress in respect of these.

Stakeholder considerations
The Group’s vision supports stakeholders in all areas of the business as well as the environment. The commitment to nutritional
reporting arose as a result of dialogue and engagement with ShareAction, a non-governmental organisation who had been
engaging with Unilever's shareholders. The approach to sustainability assists suppliers in the development of sustainable
agriculture. Customers and consumers benefit from products that aim for the highest standards in sustainability.

Appointment of new directors


Background
In May 2022, the Board approved the appointment of Nelson Peltz as a Non-Executive Director of the Board. Nelson Peltz is the
chief executive and founding partner of Trian Fund Management, LP, an investment management firm that manages funds
which held interests in approximately 1.5% of Unilever’s issued share capital as at the date of his appointment. In addition, in
June 2022 the Board announced the appointment of Hein Schumacher as a Non-Executive Director of the Board, with effect
from 4 October 2022. It was announced on 30 January 2023 that Hein Schumacher would be appointed CEO of Unilever with
effect from 1 July 2023.

Stakeholder considerations
The Board considered Nelson’s and Hein's extensive experience in the global consumer goods industry and concluded that
their appointments to the Board would be beneficial to Unilever and its shareholders and wider stakeholders.

Unilever Annual Report and Accounts 2022 | Governance 87


Corporate Governance

Board commitment All the Non-Executive Directors are considered to have the
appropriate skills, knowledge, experience and character to
All Directors are expected to attend each Board meeting bring objective and constructive judgement and valuable
and each Committee meeting of which they are members, insights to the Board’s deliberations. The Board has concluded
unless there are exceptional reasons preventing them from that all the Non-Executive Directors were independent during
participating. Only members of the Committees are entitled the period covered by this report.
to attend Committee meetings, but others may attend at
the Committee Chair’s discretion. Executive Directors attend The Chair was considered to be independent on appointment
Committee meetings by invitation only. and is committed to ensuring that the Board continues to
comprise a majority of independent Non-Executive Directors.
If Directors are unable to attend a Board or Committee
meeting, they have the opportunity beforehand to discuss
any agenda items with the Chair or the Committee Chair.
Conflicts of interest
Directors have a statutory duty to avoid actual or potential
Board appointment conflicts of interest. The Board ensures that there are effective
procedures in place to avoid conflicts of interest by Directors.
The report of the Nominating and Corporate Governance A Director must without delay report any conflict of interest
Committee on pages 96 and 97 describes the work of the or potential conflict of interest to the Chair and to the other
Committee including in relation to Board appointments Directors and the Company Secretary, or, in case any conflict
and recommendations for re-election. The procedure for the of interest or potential conflict of interest of the Chair, to the
nomination and appointment of Directors is also contained SID, the other Directors and the Company Secretary. The
within the document entitled ‘Appointment procedure for Director in question must provide all relevant information to
PLC Directors' which is available on our website. Directors the Board, so that the Board can decide whether a reported
may be appointed by a simple majority vote of shareholders (potential) conflict of interest of a Director qualifies as a
at a general meeting, or on an interim basis by the Board conflict of interest within the meaning of the relevant laws.
(in which case they will offer themselves for election Unless authorised by the Board, together with compliance with
at the next AGM). any restrictions that have been required of such a Director,
a Director may not take part in the decision-taking process
Composition, balance and independence of the Board in respect of any situation in which he or she has
of the Board a conflict of interest. The Board consider the procedures that
have been put in place to deal with conflicts of interest
As at 31 December 2022, the Unilever Board comprised operate effectively.
13 Directors: the Chair, two Executive Directors and ten
The interests of new Directors are reviewed during the
independent Non-Executive Directors. Alan Jope informed
recruitment process and authorised (if appropriate) by the
the Board of his intention to retire from the Company at the
Board at the time of their appointment. Directors have a
end of 2023. The appointment of Hein Schumacher as CEO
continuing duty to update the Board on any changes to their
with effect from 1 July 2023 was announced in January 2023.
external appointments which are also reviewed by the Board
The balance of Directors on the Board ensures that no on a regular basis.
individual or small group of Directors can dominate the
Unilever recognises that the Executive Directors acting as
decision-making process. The biographies on pages 80 to 81
directors of other companies is beneficial from a personal
and the table on page 98 in the Nominating and Corporate
Governance Committee Report demonstrate a diverse Board development perspective and therefore also beneficial to the
with a broad range of sector experience, skills and knowledge. Group. The number of external directorships of listed
companies is generally limited to one per Executive Director to
The Board carries out an annual review of the performance reduce the risk of excessive commitment and prior approval is
of the Directors in addition to a thorough review of the Non- required from the Chair.
Executive Directors’ and their related or connected persons’
relevant relationships in line with the best practice guidelines
in the UK and US. The criteria chosen by the Board to assess the
Board evaluation
independence of the Non-Executive Directors, which is set out Each year, the Board formally assesses its own performance,
in detail in the Governance of Unilever, includes in summary: including with respect to its composition, diversity and how
■ no additional remuneration or other benefits from any effectively its members work together to achieve objectives.
Group company; The last external evaluation was performed in 2019. In
■ no material business relationships within the last three
December 2022 and January 2023, an independent third-party
years, including shareholder, customer, adviser and supplier consultant, No 4, facilitated a self-evaluation of the Board’s
relationships, with any Group company; effectiveness.
■ no cross-directorships or significant links with other Directors The evaluation consisted of individual interviews with each of
through involvement in other companies or bodies; the Directors followed by a Board discussion in February 2023,
■ not more than nine years of service on the Board in normal covering both the outcome of the evaluation and the proposed
circumstances; actions to enhance the effectiveness of the Board. The
■ not a former employee of any Group company within the last
outcome of such discussions is taken into account in the
five years; assessment of Directors when proposals for the re-election of
Directors is considered. The Chairman’s statement on pages 78
■ no close family ties with any of Unilever’s advisers, Directors
and 79 describes the key actions agreed by the Board
or senior management; and
following the evaluation. The evaluation of the Board’s
■ no significant shareholdings in Unilever or any Group
principal Committees was performed under the supervision of
company. the respective Chairs and the Chief Legal Officer & Group
Secretary, taking into account the views of respective
Committee members and the Board members. The key actions
arising from these Committee evaluations can be found in
each of the Committee Reports.

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Corporate Governance

Some of the key actions agreed by the Board following Workforce engagement
the evaluation of the Board relate to succession planning.
Board succession and executive leadership succession with The Board believes that taking into account feedback from
a continued focus on driving diversity, especially gender, the workforce widens the diversity of its views when making
and inclusion remain key. In addition, the Board will continue business decisions. In view of Unilever’s global footprint and
to work with the executive leadership team to focus on scope of operations, the Board decided that the most effective
the retention of skilled, high potential individuals across way of organising its engagement with employees was to
the Group. share the responsibility among all Non-Executive Directors.
Unilever’s Workforce Engagement Policy provides for workforce
Board induction and training engagement in a variety of ways such as face-to-face
engagement sessions with Non-Executive Directors, engaging
All new Directors participate in a comprehensive induction with employee representatives, townhall meetings, site visits,
programme when they join the Board. The induction employee engagement surveys such as UniVoice (see page 27
programme typically includes visits to the Group’s businesses, for further information) and regular 'Your Call' sessions with
meetings with other Board Directors, senior executives and the CEO. These engagement activities cover the entire
managers, advisers and the Group's internal and external workforce demographic in terms of geography, all business
auditors. This is supplemented with a wide range of groups, length of service, work level/seniority and supply chain
information including historical Board and Committee papers, and office staff.
internal and external reports and presentations covering the
key commercial, operational, financial and functional areas of In 2022, Non-Executive Directors participated in ten workforce
the Group and relevant policies and governance procedures. engagement events, both virtually and in person, in the UK
as well as in Singapore, Vietnam and North America. A wide
The Chair ensures that ongoing training is provided for range of topics were discussed including those that are
Directors by way of site visits, presentations and circulated personal to the workforce and those of a more business and
updates at and between Board and Committee meetings. strategic nature. Topics included agile working; reward and
The training covers, among other things, Unilever’s business, performance culture; hybrid working; equality, diversity and
environmental, social, corporate governance, regulatory inclusion; safety; growth businesses; innovation in marketing;
developments and investor relations matters. For example, in consumer data; and the Compass Organisation
2022 the Directors received presentations on directors' duties transformation.
and Unilever's Code of Business Principles. In addition, outside
of the scheduled Board meetings, several Directors visited Perspectives from the workforce have been taken into
Unilever businesses and met with local management in India, consideration in decision making. For example, UniVoice
Indonesia and Vietnam. results from 2021 indicated challenges around operational
effectiveness within a matrix structure. The design of the
Compass Organisation in 2022 looked to address some of
these issues. Another such example of taking into account
feedback through these workforce engagement processes
resulted in the introduction of enhanced onboarding
procedures of third party service providers in factories,
in relation to aligning safety culture and enhanced risk
analysis and incident classification.
The Board evaluates the effectiveness of workforce
engagement on an annual basis and feedback is also sought
from employees who take part in the workforce engagement
sessions, thereby creating a feedback loop between the
Board and employees.

Unilever Annual Report and Accounts 2022 | Governance 89


Corporate Governance

Shareholder engagement General meetings


The Board values open and meaningful discussions with our At the AGM, the Chair and CEO give their thoughts on
shareholders on all matters. governance aspects of the preceding year, the Group’s
strategy together with a review of the performance of the
The CFO has lead responsibility for shareholder engagement,
Group over the last year. Shareholders are encouraged to
with the active involvement of the CEO and supported by the
attend the meeting and to ask questions at or in advance of
Investor Relations department.
the meeting. The external auditors attend the AGM and are
In 2022, a total of 550 meetings were held with institutional entitled to address the meeting on any part of the business
shareholders based across the world involving the Chair, of the meeting which concerns them as auditors.
the CEO, the CFO, the SID and the Investor Relations team.
Following the lifting of Covid-related restrictions on
Members of the ULE and the Investor Relations team also
gatherings, Unilever’s AGM in 2022 was a physical meeting
met with investors at various industry conferences.
and the proceedings were also streamed via a live webcast
In December 2022, Unilever hosted a Capital Markets Day for shareholders. The SID, Committee Chairs and Directors
at its London site, the first such event since 2019. There appointed at the last AGM were also present and following the
was significant participation with over 70 investors and sell- statements from the Chair and CEO, the questions submitted
side analysts present in person, 700+ live webcast views and by shareholders prior to the meeting and received during the
circa 1,400 recorded webcast views. The CEO, CFO, our five meeting were addressed.
Business Group Presidents, the Chief Business Operations
All 21 resolutions were put to a poll at the 2022 AGM to ensure
Officer and the Chief Digital & Commercial Officer were
an exact and definitive result and to facilitate maximum
amongst the presenters at the event.
participation by Unilever’s geographically spread
The Board receives regular briefings on investor reactions shareholders. All 21 resolutions were passed with in excess
to Unilever’s quarterly, half- and full-year results of 90% votes cast in favour.
announcements and on any issues raised by shareholders
The 2023 AGM will be held on 3 May 2023 at Unilever House,
that are relevant to their responsibilities. We maintain a
Springfield Drive, Leatherhead, KT22 7GR. The Notice of AGM
frequent dialogue with our principal institutional shareholders
and other documentation are enclosed with this Annual Report
and regularly collect feedback.
and Accounts or are available on the Company’s website at
Private shareholders are encouraged to give feedback via www.unilever.com for those shareholders who have opted for
[email protected]. Our shareholders are electronic communication.
also welcome to raise any issues directly with the Chair or
the SID, and the Chair, Executive Directors and Chairs of
the Committees are also available to answer questions
from the shareholders at the AGM each year.

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Corporate Governance

Additional disclosures Directors’ share interests


Details of the Directors’ interests in shares can be found in the
Results and dividends Directors’ Remuneration Report on page 121.
Unilever PLC publishes financial information on a quarterly
basis and these reports can be found at www.unilever.com. Contracts of significance
Details of the quarterly dividends for the financial year ended
During the year, no Director had any interest in any shares
31 December 2022 are provided on page 225.
or debentures in the Company’s subsidiaries, or any material
interest in any contract with the Company or a subsidiary
Articles of Association being a contract of significance in relation to the Company’s
business. No member of the Group is party to any significant
The current Articles of Association (Articles) were approved by
agreement that takes effect, alters or terminates upon a
shareholders at the 2021 AGM and adopted with effect from
change of control or following a takeover of Unilever PLC. In
5 May 2021. The Articles may only be amended by a special
addition, there are no agreements providing for compensation
resolution of the shareholders. The Articles can be found on
for loss of office or employment as the result of a takeover of
the Company's website at www.unilever.com.
Unilever PLC. There are no controlling shareholders of Unilever
PLC.
Disclosure of information to the external auditor
Powers of the Directors
Each of the Directors who held office at the date of approval
of this report confirm that, so far as they are aware, there is The Board of Directors is responsible for the management of
no relevant audit information (being information needed by the business of the Company and may exercise all powers of
the auditor in connection with preparing their audit report), the Company subject to applicable legislation and regulation
of which the Company’s auditor is unaware, and each of the and the Company’s Articles.
Directors has taken all the steps that they ought reasonably The Board has delegated certain of its powers, authorities and
to have taken as a Director in order to make themselves discretions to the CEO, CFO and to the Board Committees.
aware of any relevant audit information and to establish Detailed information on the responsibilities and authorities
that the Company’s auditor is aware of that information. This of each of these is available in the Governance of Unilever on
confirmation is given and should be interpreted in accordance the Company's website. In addition, information on the Board's
with the provisions of Section 418 of the Companies Act 2006. and the Committee's responsibilities and activities in the year
to 31 December 2022 are available on pages 86, 96, 101, 106
Directors and 112.
The Company’s Directors who served during the financial year
ending 31 December 2022 are provided on pages 80 to 81. Directors’ indemnities and Directors’ and
Alan Jope informed the Board of his intention to retire from Officers' insurance
the Company at the end of 2023. Laura Cha and John Rishton
decided not to seek re-election at the 2022 AGM. The Board The power to indemnify Directors, together with former
approved the appointments of Nelson Peltz and Hein Directors, the Company Secretary and the directors of
Schumacher as Non-Executive Directors with effect from subsidiary companies, is provided for in the Company's Articles
20 July 2022 and 4 October 2022 respectively. In January 2023, of Association.
Unilever announced the appointment of Hein Schumacher Unilever maintains appropriate D&O insurance to the extent
as CEO with effect from 1 July 2023 at which time Alan Jope permitted by law. In addition, Unilever has granted indemnities
will step down as CEO and as a Director. to each Director and the Company Secretary, together with
former Directors and Company Secretaries of Unilever and
Appointment of Directors the directors of subsidiary companies, whereby the Company
indemnifies these individuals in respect of any proceedings
The rules governing the appointment and retirement of brought by third parties against them personally in their
Directors are set out in the appointment procedure for PLC capacity as Directors or Officers of the Company or any Group
Directors available on the Company’s website and are company. The Company would also fund ongoing costs in
summarised in the report of the Nominating and Corporate defending a legal action as they are incurred rather than after
Governance Committee. judgement has been given. In the event of an unsuccessful
All Directors must submit themselves for election or re-election defence in an action against them, individual Directors would
as the case may be each year at the AGM. At the 2023 AGM, be liable to repay the Company for any damages and to repay
all Directors will offer themselves for election or re-election. defence costs to the extent funded by the Company. Neither
Details of the Directors standing for election or re-election the indemnity, nor the D&O insurance cover provides cover
are set out in the 2023 Notice of AGM. Information on the in the event a Director or Officer is proved to have acted
service agreements of Executive Directors can be found in fraudulently or dishonestly.
the Directors’ Remuneration Report on pages 109 to 131. The In addition, the Company provides indemnities (including,
letters of appointment of the Non-Executive Directors are where applicable, a qualifying pension scheme indemnity
available for inspection at the Company’s registered office. provision) to the Directors of three subsidiaries, each of
which acts or acted as trustee of a Unilever UK pension fund.
Appropriate trustee liability insurance is also in place.

Unilever Annual Report and Accounts 2022 | Governance 91


Corporate Governance

Political donations Right to receive dividends


At the 2022 AGM, shareholders passed a resolution to The employee benefit trust, established by the Company to
authorise the Company and its subsidiaries to make political facilitate the settlement of various share plan awards, waives
donations to political parties or independent election its entitlement to receive dividends in respect of shares that
candidates, to other political organisations, or to incur are the beneficial property of the trust.
political expenditure (in each case as defined in the
Companies Act 2006). As the authority granted at the 2022 Listings
AGM will expire, renewal of this authority will be sought at
this year’s AGM. Further details are available in the Notice Unilever has ordinary shares listed on the London Stock
of AGM, available on the Company’s website. Exchange (ULVR), on Euronext Amsterdam (UNA) and,
1
as American Depositary Receipts (UL), on the New York
It is the policy of the Company not to make such political Stock Exchange.
donations or to incur political expenditure (within the ordinary
1. One American Depositary Receipt represents one PLC ordinary share with
meaning of those words) and the Directors have no intention 1
a nominal value of 3 /9p.
of changing that policy. However, as the definitions used in
the Companies Act 2006 are broad, it is possible that normal
business activities, which might not be thought to be political
Significant shareholders of Unilever
donations or expenditure in the usual sense, could be caught. As far as Unilever is aware, the only holders of more than 3%
On that basis, the authority is sought purely as a precaution. of, or 3% of voting rights attributable to, Unilever’s ordinary
share capital (‘Disclosable Interests’) on 31 December 2022,
Shares was BlackRock, Inc. with a shareholding of 8.9% and Vanguard
Share capital Holding with a shareholding of 4.6%.

Unilever’s issued share capital on 31 December 2022 was No Disclosable Interests have been notified to Unilever
made up of £81,798,695 split into 2,629,243,772 ordinary between 1 January 2023 and 21 February 2023 (the latest
1
shares of 3 /9p each and each carrying one vote. A total of practicable date for inclusion in this report). As far as Unilever
97,193,750 Unilever ordinary shares were held in treasury as is aware, between 1 January 2020 and 21 February 2023,
at 31 December 2022. (i) BlackRock, Inc.,(ii) Vanguard Holding, and (iii) the
aggregated holdings of the trustees of the Leverhulme Trust
and the Leverhulme Trade Charities Trust, have held more
Share issues and purchase of shares than 3% of, or 3% of voting rights attributable to, Unilever’s
At the 2022 AGM held on 4 May 2022, Unilever’s Directors were ordinary shares.
authorised to:
■ issue new shares, up to a maximum of £26,559,400 nominal Accounting policies, financial instruments
value (which at the time represented approximately 33% and risk
of Unilever’s issued ordinary share capital);
Details of the Group’s accounting policies, together with
■ disapply pre-emption rights up to a maximum of £3,984,879
details of financial instruments and risk, are provided in note 1,
nominal value (which at the time represented approximately
16 and 18 to the Financial Statements.
5% of Unilever’s issued ordinary share capital) for general
corporate purposes and an additional 5% authority in
connection with an acquisition or specified capital
Branch offices
investment; and Details of the Unilever Group's branches are listed on page
■ make market purchases of its ordinary shares, up to a 214.
maximum of 256,262,000 ordinary shares (which at the time
represented just under 10% of PLC’s issued ordinary share Employment of disabled people
capital) and within the price limits prescribed in the
resolution. Disability inclusion is deeply important to Unilever. Unilever
has made a commitment to have 5% of our workforce to be
Unilever commenced a share buyback programme in 2022. The made up of people with disabilities by 2025. It is critical that
aggregate market value of the share buyback programme is our brands live up to our values by understanding the lives,
up to €3 billion to be completed in 2022 and 2023. The purpose experiences and stereotypes facing persons with disabilities
of the share buyback programme is to reduce the capital of and reflecting their stories in our brand communications. In
Unilever. In 2022, Unilever bought back 34,217,605 Unilever addition, Unilever has a range of employment policies which
1
ordinary shares of 3 /9p each in two tranches, the total clearly detail the standards, processes, expectations and
consideration for which was €1.5bn. These shares were held responsibilities of its people and the organisation. These
in treasury as at 31 December 2022, representing 1.30% of policies are designed to ensure that everyone – including those
Unilever’s issued share capital. Outside of this share buyback with existing or new disabilities and people of all backgrounds
programme, no other company within the Group purchased – is dealt with in an inclusive and fair way from the recruiting
any Unilever ordinary shares or American Depositary Shares process and ongoing through their career at Unilever. This
during 2022. includes access to appropriate training, development
opportunities or job progression. Further details can be
Right to hold and transfer ordinary shares found on pages 27 and 28.

Unilever’s constitutional documents place no limitations on


the right to hold or transfer Unilever ordinary shares. There
are no limitations on the right to hold or exercise voting rights
on the ordinary shares of Unilever imposed by English law.
Unilever is not aware of any agreements between holders
of securities which may result in restrictions on transfer or
voting rights.

92 Unilever Annual Report and Accounts 2022 | Governance


Corporate Governance

Employee share plans Risk Management and Control:

The Company operates a number of employee share plans, Our approach to risk management and systems of internal
details of which are set out in note 4C and in the Directors’ control is in line with the recommendations in the FRC’s revised
Remuneration Report on pages 113 to 114. guidance ‘Risk management, internal control and related
financial and business reporting’ (the Risk Guidance). It is
Unilever’s practice to review acquired companies’ governance
Stakeholder engagement procedures and to align them to the Group’s governance
The Group’s stakeholders are our shareholders, our workforce, procedures as soon as is practicable.
consumers, customers, our suppliers and business partners, Greenhouse Gas (GHG) Emissions:
and the planet and society as a whole. The Board is aware that
its actions and decisions impact our stakeholders. Effective Information on GHG emissions can be found on pages 39
engagement with stakeholders is important to the Board as it and 41.
strengthens the business and helps to deliver a positive result
for all our stakeholders. In order to comply with Section 172 Employee Involvement and Communication:
of the Companies Act, the Board is required to take into
consideration the interests of stakeholders and it must also Unilever’s UK companies maintain formal processes to inform,
include a statement setting out the way in which Directors consult and involve employees and their representatives.
have discharged this duty during the year. The Group’s A National Consultative Forum comprising employees and
stakeholders are identified on pages 62 to 63 and information management representatives from key locations meets
on how the Directors have had regard to the matters set out regularly to discuss issues relating to Unilever sites in the
in Section 172 can be found on page 87. Further information UK. We recognise collective bargaining on a number of sites
on workforce engagement can also be found on page 89. and engage with employees via the Sourcing Unit Forum,
which includes national officer representation from the
three recognised trade unions. A European Works Council,
Related party transactions embracing employee and management representatives from
Transactions with related parties are conducted in accordance countries within Europe, has been in existence for several years
with agreed transfer pricing policies and include sales to joint and provides a forum for discussing issues that extend across
ventures and associates. Other than those disclosed in note 23 national boundaries. Further details on how the Board has
to the consolidated financial statements (and incorporated engaged with the workforce can be found on pages 89 to 90.
herein as above), there were no related party transactions that
were material to the Group or to the related parties concerned Equal Opportunities and Diversity:
that are required to be reported in 2022 up to 21 February 2023 Consistent with our Code of Business Principles, Unilever aims
(the latest practicable date for inclusion in this report). to ensure that applications for employment from everyone are
Corporate governance compliance given full and fair consideration and that everyone is given
access to training, development and career opportunities.
We conduct our operations in accordance with internationally Every effort is made to reskill and support employees who
accepted principles of good governance and best practice, become disabled while working within the Group.
while ensuring compliance with the corporate governance
requirements applicable in the countries in which we operate. United States
Unilever is subject to corporate governance requirements
(legislation, codes and/or standards) in the UK and the US and Unilever is listed on the New York Stock Exchange (NYSE).
in this section, we report on our compliance against these. As such, Unilever must comply with the requirements of US
legislation, regulations enacted under US securities laws
United Kingdom and the Listing Standards of the NYSE, that are applicable
to foreign private issuers, copies of which are available on
In 2022, Unilever has applied the principles and complied with their websites.
the provisions of the UK Corporate Governance Code. Further
We comply with the Listing Standards of the NYSE applicable
information on how Unilever has applied the five overarching
to foreign private issuers.
categories of principles can be found on the following pages –
(i) Board Leadership and Company Purpose: pages 27, 78, 85, We are required to disclose any significant ways in which our
88, 87, 90 and 102; (ii) Division of Responsibilities: pages 85 and corporate governance practices differ from those required
88; (iii) Composition, Succession and Evaluation: pages 88, 89, of US domestic companies listed on the NYSE. Our corporate
96 to 99; (iv) Audit, Risk and Internal Controls: pages 101 to 103; governance practices are primarily based on the requirements
and (v) Remuneration: pages 109 to 131. The UK Corporate of the UK Listing Rules and the UK Corporate Governance Code
Governance Code is available on the Financial Reporting but substantially conform to those required of US domestic
Council’s (FRC) website. companies listed on the NYSE. The only significant way in which
our corporate governance practices differ from those required
of US domestic companies under Section 303A Corporate
Governance Standards of the NYSE is that the NYSE rules
require that shareholders must be given the opportunity to
vote on all equity-compensation plans and material revisions
thereto, with certain limited exemptions. The UK Listing Rules

Unilever Annual Report and Accounts 2022 | Governance 93


Corporate Governance

require shareholder approval of equity compensation plans Risk Management and Control:
only if new or treasury shares are issued for the purpose of
Following a review by the Disclosure Committee, Audit
satisfying obligations under the plan or if the plan is a long-
Committee and Board, the CEO and the CFO concluded that
term incentive plan in which a director may participate.
the design and operation of the Group’s disclosure controls
Amendments to plans approved by shareholders generally
and procedures, including those defined in the US Securities
only require approval if they are to the advantage of the plan
Exchange Act of 1934 – Rule 13a – 15(e), as at 31 December
participants.
2022 were effective. Unilever is required by Section 404 of the
Attention is drawn to the Report of the Audit Committee US Sarbanes-Oxley Act of 2002 to report on the effectiveness of
on pages 100 to 104. In addition, further details about our its internal control over financial reporting. This requirement is
corporate governance are provided in the document entitled reported on within the section entitled ‘Management’s Report
'The Governance of Unilever’ which can be found on our on Internal Control over Financial Reporting’ on page 234.
website.
Pages 77 to 108 of the Annual Report and Accounts also form
All senior executives and senior financial officers have part of this Directors' Report.
declared their understanding of and compliance with
Unilever’s Code of Business Principles and the related Code
Policies. No waiver from any provision of the Code of Business
Principles or Code Policies was granted in 2022 to any of the
persons falling within the scope of the SEC requirements.
The Code of Business Principles and related Code Policies
are published on our website.

94 Unilever Annual Report and Accounts 2022 | Governance


Report of the Nominating and
Corporate Governance Committee

An integral part of
the Committee’s work
this year has been on
succession planning.
Nils Andersen
Chair of the Nominating and Corporate
Governance Committee

On behalf of the Board, I am pleased to present the Report A further focus of the Committee in 2022 was on diversity and
of the Nominating and Corporate Governance Committee for inclusion, both at Board level and in senior management.
the year ended 31 December 2022.
A diverse and inclusive workplace is a priority for the Board
The role of the Committee is vitally important in ensuring and Committee, and it underpins appointment and
that Unilever has a strong, diverse and high-performing Board recruitment processes at all levels in Unilever.
and executive leadership team, now and in the future. An
As at 31 December 2022, the Board was 38% female, exceeding
integral part of the Committee’s work this year has been on
the FTSE Women Leaders Review target of 33%. The Committee
succession planning, at both Board and senior management
is pleased that the Board has exceeded the Financial Conduct
level. In addition, the Committee has continued to monitor
Authority’s (the 'FCA') diversity targets published in April 2022
the changes brought about by the Compass Organisation,
in respect of a) at least one of the senior board positions
including related succession plans and initiatives to develop
(Chair, CEO, CFO or Senior Independent Director) being a
the talent pipeline.
woman; and b) at least one member of the board being from
2022 was a year of considerable change around the Board an ethnic minority background (excluding white ethnic groups
table for Unilever. Laura Cha and John Rishton stepped and as set out in the categories used by the Office for National
down from the Board at the Company’s AGM in May 2022, Statistics). Andrea Jung was appointed as the Company’s
each having served nine years on the Board. On behalf of Senior Independent Director on 5 May 2021, and the Board
the Committee, I would like to thank Laura and John for their has continued to exceed ethnicity targets set by the FCA and
service to Unilever. We welcomed two new independent Non- Parker Review for several years.
Executive Directors to the Board: Nelson Peltz in July 2022 and
We have a similarly diverse Unilever Leadership Executive as
Hein Schumacher in October 2022. Nelson brings extensive
shown on pages 82 – 83.
sector experience, which I am certain will provide additional
rigour and challenge, thereby enhancing the effectiveness The Committee will continue its work to reach the FCA target
of the Board. of at least 40% of the Board to be female and is committed
to making further progress on gender diversity at all levels
In September 2022, Alan Jope informed the Board of his
of the organisation.
decision to retire from Unilever at the end of 2023. Following
this news, the Committee oversaw an extensive global search As regards the Committee's other priorities for 2023, we will
process for Alan’s successor, further details of which are set continue to focus on Board succession planning, especially
out on page 97. as a number of independent Non-Executive Directors are
approaching nine years of service on the Board. The
Upon conclusion of this process, I am delighted that the
Committee will also continue to monitor the implementation
Committee was able to recommend to the Board the
and effectiveness of the Compass Organisation, and consider
appointment of Hein Schumacher as CEO, effective from
succession planning for the Unilever Leadership Executive.
1 July 2023. We believe that Hein is a dynamic, values-driven
business leader with a diverse background of experiences and I would like to thank the members of the Committee for their
an excellent track record of delivery in the global consumer continued commitment and contribution throughout the year.
goods industry. He has exceptional strategic capabilities,
proven operational effectiveness, and strong experience
in both developed and developing markets.
On behalf of the Committee, I would like to thank all members
of the Board for their active engagement in and contribution
Nils Andersen
to the process to appoint Hein as Alan's successor.
Chair of the Nominating and Corporate
Governance Committee

Unilever Annual Report and Accounts 2022 | Governance 95


Report of the Nominating and Corporate Governance Committee

Committee members and attendance ■ assessed best practice guidelines and preferences of certain
institutional investors in relation to overboarding.
Attendance ■ reviewed the ULE succession plan and talent pipeline.
Nils Andersen Chair 4/4 ■ considered the impact of the Compass reorganisation and
Andrea Jung 4/4 the resultant change management issues.
Ruby Lu 4/4 ■ conducted annual reviews of the diversity policy applicable
Feike Sijbesma 4/4 to the Board and more widely, workforce engagement
Laura Cha (stepped down as Non-Executive
activities in the year and the plan for the following year,
Director 4 May 2022) 1/2 terms of reference for the Committee and the annual
workplan for the Committee.
The Chair of the Board, Nils Andersen, chairs the Nominating ■ considered the process and timetable for the externally
and Corporate Governance Committee and independent Non- facilitated Board evaluation and maintained oversight
Executive Directors, Andrea Jung, Ruby Lu and Feike Sijbesma of the process (see page 88 and 89 for further information
are members of the Committee. The Group Secretary is on the Board evaluation).
secretary to the Committee. Other attendees, including the ■ received updates on current and emerging corporate
CEO and the Chief Transformation Officer & Chief People governance legislation, regulation and best practice
Officer, attend the meetings when invited to do so.
guidelines including in relation to directors’ duties.
The table above shows attendance at meetings of the ■ considered the Committee’s draft report for inclusion
Committee in 2022. Attendance is expressed as the number of in the 2021 Annual Report and Accounts.
meetings attended out of the number eligible to be attended.
If Directors are unable to attend a meeting, they have the
opportunity beforehand to discuss any agenda items with the
Appointment and reappointment of Directors
Committee Chair. to the Board
All Directors (unless they are retiring) are nominated by the
Role of the Committee Board for election or re-election at the AGM each year on the
recommendation of the Committee. The Committee takes into
The Nominating and Corporate Governance Committee is
consideration the outcomes of the Chair's discussions with
primarily responsible for: each Director on individual performance and the evaluation
■ periodically assessing the structure, size and composition
of the Board and its Committees. Non-Executive Directors
of the Board; normally serve for a period of up to nine years. The schedule
■ evaluating the balance of skills, experience, independence, the Committee uses for orderly succession planning of Non-
diversity and knowledge on the Board; Executive Directors can be found on the Company’s website.
■ ongoing succession planning (including the development
On 4 May 2022, Laura Cha and John Rishton stepped down as
of a diverse pipeline for succession);
Non-Executive Directors of the Company, each having served
■ drawing up selection criteria and appointment procedures
almost nine years on the Board. The Committee proposed the
for Directors; reappointment of all other Directors and the Directors were
■ reviewing the feedback in respect of the role and functioning appointed by shareholders by a simple majority vote at the
of the Board Committees arising from Board and Board 2022 AGM. During the year, the Committee considered and
Committee evaluations; recommended to the Board that Nelson Peltz and Hein
■ periodically reviewing and assessing Unilever’s practices Schumacher be appointed to the Board as independent
and procedures in relation to workforce engagement; and Non-Executive Directors. These appointments were effective
■ considering current and developing corporate governance
20 July 2022 and 4 October 2022 respectively and both will be
matters, which it brings to the attention of the Board where nominated for election at the Company’s AGM in May 2023.
deemed necessary. When considering the appointment of Mr Peltz, the Committee
paid particular focus to his position as chief executive and
The Committee’s terms of reference are set out in the
founding partner of Trian Fund Management, LP, an
Governance of Unilever, which can be found on the Company’s
investment management firm that manages funds which hold
website.
interests in approximately 1.5% of Unilever’s issued share
capital. The Committee and subsequently the Board concluded
Activities of the Committee that Mr Peltz’s existing relationship with Trian was not an
impediment to determining his independence on appointment
During the year, the Committee met on four occasions and its
to the Board.
key areas of focus included:
■ review of the composition of the Board and its Committees The Committee also reviews the composition of the Board
taking into account the experience, skills, knowledge, Committees. During the year, the Committee recommended
diversity and attributes of the Directors and the length of that Adrian Hennah be appointed Chair of the Audit
Committee and Nelson Peltz be appointed a member of the
tenure of the Non-Executive Directors resulting in a refreshed
Compensation Committee.
view of the Board succession plan.
■ appointed Russell Reynolds to support the Committee in the During the year, Alan Jope confirmed he intended to step
search for an additional Non-Executive Director, culminating down from the Board as Director and CEO by the end of 2023.
in the appointment of Hein Schumacher, and to identify The Committee appointed Russell Reynolds to assist it to
suitable candidates for the role of CEO. identify suitable candidates for the position of CEO. Russell
■ recommended to the Board that Nelson Peltz be appointed
Reynolds is an independent executive search firm which
has undertaken several executive, non-executive and
to the Board as a Non-Executive Director.
management searches for the Group. Russell Reynolds do not
■ following a review of the performance of the Directors and,
have any connection to or provide any other services to the
where relevant their independence, the Committee Directors or the Group except for normal course recruitment
recommended the election and re-election of all Directors. processes. In January 2023, Unilever announced the

96 Unilever Annual Report and Accounts 2022 | Governance


Report of the Nominating and Corporate Governance Committee

appointment of Hein Schumacher as CEO with effect from Succession planning


1 July 2023. Alan Jope will step down from the Board on
1 July 2023. Board
The process to search for and appoint a new CEO was The Committee reviews the adequacy and effectiveness of
managed by the Committee, as summarised below: succession planning processes and the Board reviews the
■ the Committee agreed the appointment of a search firm succession plan in conjunction with the Committee.
who would be best placed to deliver a comprehensive The succession plan is based on merit and objective criteria
candidate list; and is designed to promote diversity. The Board should
■ a detailed candidate specification was agreed, setting out comprise a majority of Non-Executive Directors who are
key responsibilities, experience and personal attributes independent of Unilever, free from any conflicts of interest
together with a clearly defined search strategy; and able to allocate sufficient time to carry out their
■ a candidate longlist was mapped against the candidate responsibilities effectively. With respect to composition and
specification taking into account Unilever's Board Diversity capabilities, the Board should be in keeping with the size
Policy; and of Unilever, its strategy, portfolio, consumer base, culture,
■ candidates with the strongest fit were reviewed by the
geographical spread and its status as a listed company and
Committee and met with the Chair and SID and preferred have sufficient understanding of the markets and business
candidates were nominated to meet with members of where Unilever is active in order to understand the key trends
the Board. and developments relevant for Unilever. The Board believes
that a diverse Board with a range of views enhances decision-
making which is beneficial to the company’s long-term success
Overboarding and is in the interests of Unilever’s stakeholders.
As part of the annual evaluation process for each Director, full The Board seeks to enhance its diversity by objectively
consideration was given to the number of external positions considering candidates on the basis of their experience, skills,
held to ensure that the time commitment required did not knowledge, expertise, gender, race, ethnicity, cultural and
compromise the Director’s commitment to Unilever. The geographical background and age. As can be seen in the
Committee took into account the views of various investor biographies on pages 80 and 81 and the tables on page 98,
bodies and certain institutional investors to anticipate any the Board meets this profile.
perception of overboarding.
The Committee did not identify any instances of overboarding ULE
and concluded that all individual Directors had sufficient time
In conjunction with the Committee, the Board reviews the
to commit to their appointment as a Director of Unilever.
succession plan for the ULE. In line with the approach to the
The full list of external appointments held by our Directors can Board succession plan, the succession plan for the ULE is
be found in their biographies on pages 80 and 81. also based on merit and objective criteria and is designed to
promote diversity. Developing an internal talent pipeline for
Board Diversity Policy leadership roles is critical for Unilever. The succession plan
identifies potential successors who are considered able to
Unilever has long understood and actively promoted the fulfil the roles in the short term and those in the longer term.
importance of diversity and inclusion within our workforce. Development initiatives for senior executives are put in place
This commitment forms part of Unilever’s Code of Business and usually include executive mentoring and coaching.
Principles and is embedded in the way we do business and Senior managers and executives are encouraged to take on
conduct ourselves at all levels in the organisation. a non-executive directorship role as part of their personal
development.
Unilever’s Board Diversity Policy applies to the entire Board,
including committees. The policy is reviewed by the Committee
each year and is available on the Company’s website in
Investors. The policy supports accelerating diverse
representation of all levels of leadership under Unilever’s
Compass strategy. The policy was considered by the
Committee when making appointments to the Board in 2022.
The Board supports the recommendations of the FTSE Women
Leaders Review on gender diversity and the Parker Review on
ethnic diversity. We are proud to have a female SID and we
achieved 54% women in management. We are well on our
way to achieving the targets set out by the FTSE Women
Leaders Review of 40% women on the Board, ULE and senior
management. We have exceeded the target set out by the
Parker Review with 31% ethnic minority Board membership,
see page 98. We also have 46% ethnic minority membership
of the ULE, see page 98.
Further information on our approach to diversity and inclusion
as well as the gender balance of our workforce can be found
on pages 28 and 63.

Unilever Annual Report and Accounts 2022 | Governance 97


Report of the Nominating and Corporate Governance Committee

Skills and experience matrix

Nils Judith Adrian Alan Andrea Susan Ruby Strive Youngme Nelson Graeme Hein Feike
Andersen Hartmann Hennah Jope Jung Kilsby Lu Masiyiwa Moon Peltz Pitkethly Schumacher Sijbesma

• • • • • • • • • • • •
Leadership
of complex
global entities
Broad Board
experience • • • • • • • • • • • • •
Geo-political
exposure • • • • • • • • • • •
Financial
expertise • • • • • • • • • •
• • • • • • • • • • •
FMCG/
consumer
insights
Emerging
markets • • • • • • • • • • • • •
Digital
insights • • •
Marketing
and sales • • • • •
• • •
Investment
banking and
transactions

• • • • •
Science, tech-
nology and
innovation

• • • • • • • •
Purposeful
business and
sustainability
HR and remu-
neration in
international • • • • • • • • •
firms

Unilever has taken the decision to comply with the FCA Listing We collect both gender and ethnicity data direct from
Rules and Disclosure Guidance and Transparency Rules Board members annually on a self-identifying basis in a
(Diversity and Inclusion) Instrument 2022 ahead of April 2022. questionnaire. This data is used for statistical reporting
As shown in the tables set out below, as at 31 December 2022, purposes and provided with consent. Board members are
we have 38% female Board members against the target of 40%. asked to identify their gender and ethnicity based on the
We continue to review this following the retirement of a female categories set out in the tables below.
Board member at the 2022 AGM. However, the position of
Senior Independent Director is held by a female and at least
one Board member is from a minority ethnic background.

Gender representation on the Board and ULE as at 31 December 2022


Number of senior
positions on the
Number of Percentage of the Board (CEO, CFO, Number of ULE Percentage
Board members Board SID and Chair) members of the ULE
Men 8 62 3 10 77
Women 5 38 1 3 23
Other – – – – –
Not specified/prefer not to say – – – – –

Ethnicity representation on the Board and ULE as at 31 December 2022


Number of senior
positions on the
Number of Percentage of the Board (CEO, CFO, Number of ULE Percentage
Board members Board SID and Chair) members of the ULE
White British or other White (including
9 69 3 7 54
minority-white groups)
Mixed/Multiple Ethnic Groups – – – 1 8
Asian/Asian British 3 23 1 2 15
Black/African/Caribbean/Black British 1 8 – – –
Other ethnic group, including Arab – – – 3 23
Not specified/prefer not to say – – – – –

98 Unilever Annual Report and Accounts 2022 | Governance


Report of the Nominating and Corporate Governance Committee

Board tenure as at 31 December 2022

Board independence as at 31 December 2022 Committee evaluation


A self-assessment was carried out, overseen by the Chief Legal
Officer and Company Secretary, which involved completion of
a questionnaire.
The Committee considered the output from that process at its
meeting in January 2023. In addition, the feedback from all the
individual Committee self-assessments was consolidated into
a single report and reviewed by the Board in conjunction with
the feedback from the externally facilitated Board evaluation
in order to facilitate a holistic view of the Board’s performance
and effectiveness.
The Committee concluded it was performing effectively.
The evaluation confirmed that succession planning was
a key focus area for 2023, both at Board level as well as at
executive management level. In addition, the identification,
development and retention of skilled, high potential
individuals is a priority. These focus areas were included
in the Committee’s annual workplan for 2023.

Nils Andersen
Chair of the Nominating and Corporate
Governance Committee

Andrea Jung

Ruby Lu

Feike Sijbesma

Unilever Annual Report and Accounts 2022 | Governance 99


Report of the Audit Committee

In addition to our reporting


and control responsibilities,
we focused this year on risks
relating to organisational
change, cyber security and
supply chain resilience.
Adrian Hennah
Chair of the Audit Committee

On behalf of the Audit Committee, I am pleased to present One of our priorities this year was to undertake an audit tender
the Committee’s report for the year ended 31 December 2022. process to identify the most appropriate external audit firm
post 2024. We ran a thorough and competitive process in the
In 2022, the previous Chair of the Committee, John Rishton first half of 2022 and propose to retain KPMG as Group
retired from the Board at the AGM on 4 May 2022. We also Auditors subject to AGM approval.
welcomed Hein Schumacher to the Committee. His insights
and experiences, especially in the global consumer goods In addition to the formal meetings the Committee members
industry, are valuable additions to our Committee. have been engaging with the business through market visits
and during the year visited USA, India, Indonesia and Vietnam.
The Committee believes it has carried out its duties effectively
throughout the year and to a high standard, providing For 2023, we will continue to focus on the work that is being
independent oversight. It has had good support from undertaken to mitigate our cyber security risks and will be
management and the internal audit team. reviewing our cyber security controls against the National
Institute of Standards and Technology (NIST) framework.
The core of the work of the Committee has been to ensure the We will also continue to engage on non-financial reporting
integrity of Unilever’s financial reporting, and the adequacy of matters especially in the area of sustainability. Other areas
its internal control and to oversee how the company manages of focus will include deep dives on data privacy, supply chain
its principal and emerging risks and its approach to risk resilience and implementation of future regulatory changes
appetite and mitigation. such as the Audit & Assurance Policy.
In the area of risk management, we focused this year on cyber
security, supply chain resilience, business transformation
and data privacy. We also met with management to discuss
emerging developments in international taxation, pensions,
sustainability reporting and the changes in reporting arising
from the Compass reorganisation. Adrian Hennah
Chair of the Audit Committee
We also spent considerable time keeping ourselves updated
on the changing regulatory requirements on sustainability and
as part of this we reviewed the Annual Progress Report against
the Climate Transition Action Plan and the Task Force on
Climate-related Financial Disclosures. The Committee also
reviewed all significant ethical and compliance matters.

100 Unilever Annual Report and Accounts 2022 | Governance


Report of the Audit Committee

Committee membership and attendance All relevant matters arising are brought to the attention
of the Board.
Attendance
In order to help the Committee meet its oversight
Adrian Hennah Chair 8/8 responsibilities, each year management organise knowledge
Judith Hartmann 8/8 sessions for the Committee on subject areas within its remit.
Susan Kilsby 8/8 In 2022, sessions were held to review the impact of cost
Hein Schumacher 2/2 inflation, sustainability reporting and M&A plans. In addition,
Committee members visited the local businesses in the US,
The Audit Committee is comprised only of independent Non- India, Indonesia and Vietnam providing them with an insight
Executive Directors with a minimum requirement of three such into local market challenges and local risk and control
members. The Audit Committee was chaired by John Rishton management.
until the AGM on 4 May 2022 at which time he was succeeded The Committee also received presentations from management
by Adrian Hennah. The other Committee members are Judith and discussions on the business's risk management activities,
Hartmann, Susan Kilsby and Hein Schumacher, the latter the preparation of the financial statements, the overall control
having been appointed to the Board and the Audit Committee environment, and the operation of the financial reporting
on 4 October 2022. controls. Special focus has been given to critical IT systems and
The Board is satisfied that the members of the Audit cyber security, data privacy, major transformation projects,
Committee are competent in financial matters and have management of manufacturing third parties as well as
recent and relevant experience. For the purposes of the US management of third-party service providers. In addition, the
Sarbanes-Oxley Act of 2002, Adrian Hennah is the Audit Committee has had engagements with management with
Committee’s financial expert. regard to their assurance work on sustainability as well as the
work done in the areas of tax, treasury and pension matters.
Other attendees at Committee meetings included the Chief
Financial Officer (CFO), Chief Auditor, Deputy CFO & Controller,
Chief Legal Officer & Group Secretary, Head of Secretariat,
Reporting and Financial Statements
EVP Sustainable Business Performance and Reporting and The Committee reviewed, prior to publication, the quarterly
the external auditors. Throughout the year, the Committee financial press releases together with the associated internal
members met periodically without others present and also quarterly reports from the Chief Financial Officer and the
held separate private sessions with the Chief Financial Officer, Disclosure Committee and, with respect to the full-year results,
Chief Auditor and the external auditors, allowing the the external auditor’s report. It also reviewed the Annual
Committee to discuss issues in more detail. Report and Accounts and the Annual Report on Form 20-F 2022.
There were eight scheduled meetings of the Committee during These reviews incorporated the accounting policies and
the year and one additional ad hoc meeting was convened. significant judgements and estimates underpinning the
Attendance at the scheduled meetings is shown above. financial statements as disclosed within note 1 on page 154.
Particular attention was paid to the following significant
Role of the Committee matters in relation to the financial statements:
■ indirect tax provisions and contingent liabilities, refer to
The role and responsibilities of the Audit Committee are set
notes 19 and 20 on page 197. The Committee agreed that
out in written terms of reference which are reviewed annually
by the Committee, taking into account relevant legislation, the tax provisions and judgements around the likelihood as
and recommended good practice. The terms of reference well as the disclosures are appropriate in the Annual Report
are contained within ‘The Governance of Unilever’ which is and Accounts;
available on our website. ■ revenue recognition – the Committee reviewed the

adequacy of the policy around the cut off and


The Committee’s responsibilities include, but are not limited
appropriateness of discounts and incentives accruals;
to, the following matters:
■ accounting implications arising from the implementation of
■ oversight of the integrity of Unilever’s financial statements;
the new Compass Organisation, including the determination
■ review of Unilever’s half-yearly and annual financial
of cash generating units. Refer to notes 1 and 9 on pages 154
statements (including clarity and completeness of
and 172.
disclosure) and of the quarterly trading statements for
quarter 1 and quarter 3; These matters were also highlighted by our external auditors
■ oversight of risk management and internal control as being important in their audit.
arrangements; For each of the above areas, the Committee considered the
■ oversight of compliance with legal and regulatory
key facts and judgements outlined by management. Members
requirements; of management attended the section of the meeting of the
■ oversight of the external auditors’ performance, objectivity, Committee where their item was discussed to answer any
qualifications, and independence; the approval process questions or challenges posed by the Committee. The
of non-audit services; recommendation to the Board of Committee's feedback has been incorporated into the final
the nomination of the external auditors for shareholder approach. The matters were also discussed with the external
approval; and approval of their fees, refer to note 25 on auditors and further information can be found on pages 135 to
page 204; and 149.
■ performance of the internal audit function.

Unilever Annual Report and Accounts 2022 | Governance 101


Report of the Audit Committee

The Committee specifically discussed with the external Sustainability


auditor how management’s judgement and assertions
were challenged and how professional scepticism was The Committee continued to oversee the reporting of
demonstrated during their audit of these areas; this included sustainability performance, keeping itself updated on the
the disclosures for each matter noted above. The Committee changing regulatory requirements in this area by having
is satisfied that there are relevant accounting policies in place separate knowledge sessions with management and PwC
in relation to these significant matters and management has during the year.
correctly applied these policies. The Committee, at the request of the Board, reviewed the
In addition to the matters noted above our external auditors, CTAP Annual Progress Report on pages 35 to 41 and the TCFD
as required by auditing standards, also consider the risk disclosures on page 42 to 51. The Committee is satisfied that
of management override of controls. Nothing has come to the assumptions used in preparing the year-end financial
our attention or their attention to suggest any material statements are consistent with the disclosures in these
misstatement with respect to suspected or actual fraud sections.
relating to management override of controls. During 2022, the Committee reviewed the limited assurance
At the request of the Board, the Committee undertook to: work performed by PwC on certain sustainability metrics
■ review the appropriateness of adopting the going concern
and they also reviewed the 2023 to 2026 sustainability
basis of accounting in preparing the annual and half-yearly assurance plan.
financial statements;
■ assess whether the business was viable in accordance with Risk Management & Internal Controls
the requirement of the UK Corporate Governance Code. The (Assurance)
assessment included a review of the principal and emerging
The Committee reviewed Unilever’s overall approach to risk
risks facing Unilever, their potential impact, how they were
management and control, and its processes, outcomes,
being managed, together with a discussion as to the
and disclosure. The assessment was undertaken through
appropriate period for the assessment. The Committee
a review of:
recommended to the Board that there is a reasonable
■ the yearly report detailing the risk identification and
expectation that the Group will be able to continue in
assessment process, together with any emerging risks
operation and meet its liabilities as they fall due over the
identified by management;
three-year period (consistent with the period of the strategic
■ reports from senior management on risk areas for which
plan) of the assessment; and
the Committee had oversight responsibility: treasury, tax
■ consider whether the Unilever Annual Report and Accounts
and pensions, information security, data privacy, legal and
2022 was fair, balanced, and understandable, and whether
regulatory compliance, supply chain and key suppliers and
it provided the necessary information for shareholders to
business transformation;
assess the Group’s year-end position and performance,
■ the proposed risk areas identified by the ULE;
business model and strategy. To make this assessment,
■ the Quarterly Risk and Control Status Reports, including
the Committee received copies of the Annual Report and
Code of Business Principles cases relating to frauds and
financial statements to review during the drafting process
financial crimes;
to ensure that the key messages were aligned with the
■ a summary of control deficiencies identified through controls
Company’s position, performance, and strategy. The
testing activities together with action plans to address
Committee also reviewed the processes and controls that
underlying causes;
are the basis for its preparation. The Committee was
■ management’s improvements to reporting through further
satisfied that, taken as a whole, the Unilever Annual Report
automation and centralisation; and
and Accounts 2022 is fair, balanced, and understandable.
■ the annual financial plan and Unilever’s dividend policy and

During the year, the US SEC reviewed the Unilever Annual dividend proposals.
Report on Form 20-F 2021 and the UK Financial Reporting
Council (FRC) reviewed the climate disclosures, including The Committee reviewed the application of the requirements
the TCFD disclosures, contained within that same report. The under Section 404 of the US Sarbanes-Oxley Act of 2002 with
SEC had one question with reference to a specific disclosure. respect to internal controls over financial reporting.
Unilever responded to this query and the Committee reviewed In fulfilling its oversight responsibilities in relation to risk
the response letters. No changes to the disclosures were management and internal control, the Committee met
needed and this enquiry has been formally closed by the regularly with senior members of management and is satisfied
SEC. The FRC did not have any questions that required a with the key judgements taken.
response but made a few observations. We have taken these
observations into consideration in determining this year’s The Committee has completed its review for 2022 on both risk
climate disclosures. management and internal control and was satisfied that the
process had worked effectively and where specific areas for
improvement were identified, there was adequate mitigation
or alternative controls and that processes were under way
to ensure sustainable improvements. An area of focus
has been to ensure that the controls impacted by the
transformation programmes are appropriately designed
and are being implemented effectively. Through its review,
it also ensured that appropriate procedures are in place for
the detection and prevention of fraud.

102 Unilever Annual Report and Accounts 2022 | Governance


Report of the Audit Committee

The Committee continued to prepare for legislative or Audit of the annual accounts
regulatory changes and noted that the Department for
Business, Energy and Industrial Strategy (BEIS) published its KPMG, Unilever’s external auditors and an independent
response to reform corporate governance and audit in the UK. registered public accounting firm, reported in depth to the
The Audit and Assurance Policy and Fraud Risk Assessment Committee on the scope and outcome of the annual audit,
requirements will be a focus for the Committee in 2023. including their audit of internal controls over financial
reporting as required by Section 404 of the US Sarbanes-Oxley
Act of 2002. Their reports included audit and accounting
Internal Audit matters, governance and control, and accounting
The Committee reviewed internal audit’s plan which is focused developments.
on Unilever’s risk areas including sustainability, cyber security, The Committee held independent meetings with the external
data privacy, financial control processes, product safety and auditors during the year and reviewed, agreed, discussed, and
supply chain resilience. The Committee ensured the necessary challenged their audit plan, including the materiality applied,
resources were in place to perform the audits effectively. The scope and assessment of the financial reporting risk profile of
plan was adjusted in consultation with the Committee to the Group.
reflect the changes in the risk profile of the organisation post
the Compass Organisation announcement. The Committee discussed the views and conclusions of KPMG
regarding management’s treatment of significant transactions
The Committee reviewed quarterly and year-end summary and areas of judgement during the year. The Committee
reports which included the results of audit activities and considered these and is satisfied with the treatment in the
completion status of agreed actions. During the year, the financial statements.
Chief Auditor and his team undertook business visits in person,
in particular in a number of the Group's more volatile markets.
Most audits have been conducted as hybrid (combination of External Auditors
virtual and physical). KPMG has been the Group’s auditors since 2014 and
An independent effectiveness review of the function was shareholders approved their reappointment as the Group’s
performed by Deloitte LLP in accordance with the Global external auditors at the 2022 AGM. On the recommendation
Institute of Internal Auditors’ International Professional of the Committee, the Directors will be proposing the
Practices framework (IPPF) at the request of the Committee. reappointment of KPMG at the AGM in May 2023.
The review concluded that the function operated in The Committee confirms that the Group is in compliance with
accordance with the IPPF framework. The function was seen The Statutory Audit Services for Large Companies Market
as ‘matured’ and as having demonstrated consistent leading Investigation (Mandatory Use of Competitive Tender Processes
practice. and Audit Committee Responsibilities) Order 2014, which
The Committee also evaluated the effectiveness and requires Unilever to tender the audit every ten years. During
performance of the internal audit function by way of a 2022, we ran an extensive, competitive audit tender process
questionnaire. The feedback was reviewed and the Committee with respect to the audit for the financial year ending
was satisfied with the effectiveness of the internal audit 31 December 2024. In our Q2 2022 Results Announcement, the
function. During the year, the Committee also met Board of Unilever announced its intention to reappoint KPMG
independently with the Chief Auditor and discussed the as the Group’s external auditor for the financial year ending
results of the audits performed and any additional insights 31 December 2024, subject to shareholder approval at the
obtained from the Chief Auditor. 2024 AGM.
The decision to reappoint KPMG was unanimously
recommended by the Committee and was approved by the
Board of Unilever. Our decision to reappoint KPMG was based
on their performance during the tender process across a
comprehensive set of criteria and our satisfaction with their
effectiveness as our current auditor.
Both Unilever and KPMG have safeguards in place to avoid
the possibility that the external auditors’ objectivity and
independence could be compromised, such as audit partner
rotation and the restriction on non-audit services that the
external auditors can perform as described below. KPMG has
issued a formal letter to the Committee outlining the general
procedures to safeguard independence and objectivity,
disclosing the relationship with the Company, and confirming
their audit independence.
Each year, the Committee assesses the effectiveness of the
external audit process which includes discussing feedback
from the members of the Committee and stakeholders at all
levels across Unilever. Interviews are also held with key senior
management within both Unilever and KPMG.

Unilever Annual Report and Accounts 2022 | Governance 103


Report of the Audit Committee

The Committee also reviewed the statutory audit, other audit Evaluation of the Committee
and non-audit services provided by KPMG and compliance with
Unilever’s documented approach, which prescribes in detail The Committee carried out an assessment of its effectiveness
and performance in the year. The process was overseen by the
the types of engagements, listed below, for which the external
Chief Legal Officer & Group Secretary.
auditors can be used:
■ statutory audit services, including audit of subsidiaries; The Committee considered the output from that process at its
■ other audit services – audits that are not required by law meeting in January 2023. Feedback was also provided to the
or regulation; and Board as part of its evaluation of the overall effectiveness of
■ non-audit services – work that our external auditors are best
the Board. The Committee concluded that it is performing
placed to undertake, which may include: effectively and will remain focused on internal control and
external reporting. The area of evolving ESG reporting
■ services required by law or regulation to be performed by
requirements will continue to receive attention by the
the audit firm; and
Committee.
■ services where knowledge obtained during the audit is

relevant to the service such as bond issue comfort letters.


Unilever has for many years maintained a policy which
prescribes in detail the types of engagements for which the
external auditors can be used with all other engagements
being prohibited. The policy is aligned with both UK and SEC Adrian Hennah
regulations and is updated in line with these regulations. Chair of the Audit Committee
All engagements over €250,000 require specific advance
approval by the Audit Committee Chair. The Committee further
approve all engagements which have been authorised by Judith Hartmann
the Deputy CFO & Controller. These authorities are reviewed
regularly and, where necessary, updated in the light of internal Susan Kilsby
and external developments. Since the appointment of KPMG
in 2014, the level of non-audit fees has been below 7% of
Hein Schumacher
the annual statutory audit fee, this is also the case for the
year 2022.
The level of other audit fees has been below 6% of the annual
statutory audit fee except for 2017 (41%), 2018 (24%), 2020
(32%) and 2021 (21%) due to assurance work relating to
the disposal of our Spreads business (2017 and 2018)
and assurance work relating to the separation of our
Tea business (2020 and 2021).

104 Unilever Annual Report and Accounts 2022 | Governance


Report of the Corporate
Responsibility Committee

As a Committee, we
guide Unilever’s strategy
on sustainability,
from climate change
and plastics, to living
wage and human rights.
Strive Masiyiwa
Chair of the Corporate Responsibility Committee

2022 was a year with unprecedented challenges for both And, as I have come to expect from Unilever, I have continually
the world and Unilever. For the Corporate Responsibility been impressed with the support of Unilever’s people – from
Committee (CRC), it has been a tough but fulfilling year, the work to support Ukrainian colleagues, to continuous Covid
supporting the Board and Unilever to navigate continued management and the deployment of new digital health and
Covid lockdowns in parts of the world, the war in Ukraine, wellbeing tools. As a Committee, we guide Unilever’s strategy
and gridlock in the global commodity supply chain, to name on sustainability, from climate change to plastics to living
just a few challenges. wage and human rights.
As Chair of the CRC, I continue to be impressed with the 2023 is critical for the delivery of the Unilever Compass
perseverance of Unilever’s leadership to be a global leader sustainability commitments, especially as some of them have
in sustainable business and demonstrate that a purpose-led, reached or are approaching their target date. The CRC is
future-fit business model can deliver consistent, superior looking forward to reviewing the Business Group and Compass
performance. pillar strategies and how Unilever will deliver sustainability
while also growing the business. Furthermore, the CRC will
The new Compass Organisation has shown us how the
continue its oversight of Unilever’s reputation and review
Business Groups, with the support from Unilever’s Business
developments in external sustainability reporting regulations.
Operations and Corporate Centre, are now best positioned to
I am confident that Unilever’s leadership and clear governance
deliver the stretching Compass sustainability commitments
framework will ensure the business is well equipped to
and respond to consumer demands, whilst retaining the
respond accordingly.
utmost commitment to business integrity and minimising risk.
With the Unilever Compass remaining as the leading principle, The Committee thanks our people for their continued
the business is building a stronger and more resilient future. hard work and dedication to Unilever and the delivery of
sustainable growth. I look forward to further candid and
The CRC has responsibility for the oversight of Unilever’s
constructive meetings with my fellow Committee members
conduct regarding its corporate and societal obligations, its
in 2023.
reputation as a responsible corporate citizen and its culture.
Accordingly, this year we reviewed several positive and
progressive policies, such as updates to the Responsible
Partner Policy (RPP) – a policy which outlines the commitment
to responsible business with respect for human rights as its
foundation. We worked closely with the ULE to ensure that the
Strive Masiyiwa
dispute with the Ben & Jerry's independent board was amicably
Chair of the Corporate Responsibility Committee
resolved in a manner that reflects our ongoing commitment to
this iconic Unilever brand. We reviewed Unilever's performance
against the Sustainability Progress Index, one of the
performance measures for our long-term incentive plans.

Unilever Annual Report and Accounts 2022 | Governance 105


Report of the Corporate Responsibility Committee

Committee members and attendance During 2022, the Committee reviewed its terms of reference
and agreed that minor modifications were required to reflect
Attendance the new Compass Organisation.
Strive Masiyiwa Chair 3/4 The Committee’s terms of reference are set out at:
Youngme Moon 4/4 www.unilever.com/corporategovernance
Feike Sijbesma 4/4
During the year, the Committee also addressed a range
of other strategic and current issues, including the war in
This table shows the membership of the Committee together
Ukraine, occupational health, Unilever's Global Domestic
with their attendance at meetings during 2022. If Directors
Violence and Abuse Policy, and human rights.
are unable to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with the Committee
Chair. Attendance is expressed as the number of meetings How the Committee has discharged its
attended out of the number eligible to be attended. responsibilities
The Corporate Responsibility Committee comprises three Non- In 2022, the Committee’s principal activities were as follows:
Executive Directors: Strive Masiyiwa (Chair), Youngme Moon
and Feike Sijbesma.
Code of Business Principles
The Chair was unable to attend one of the meetings of the
Committee due to an existing commitment. On this occasion, The Code and associated Code Policies set out the standards
Youngme Moon chaired the meeting. of conduct expected of all Unilever employees in their business
endeavours. Compliance with these standards is an essential
The Chief Research & Development Officer, the Chief element in ensuring Unilever’s continued business success, as
Sustainability Officer and the Chief Business Integrity Officer any breach is identified as an ethical, legal, and regulatory risk
attend the Committee’s meetings. The Chief Legal Officer and to the business, see page 74.
Group Secretary may also join the Committee’s discussions.
The Corporate Responsibility Committee is also responsible
for oversight of the Code and Code Policies, ensuring that
Role of the Committee they remain fit for purpose and are appropriately applied.
The Corporate Responsibility Committee oversees Unilever’s It maintains scrutiny of the mechanisms for implementing the
conduct as a responsible global business. Core to this remit is Code and Code Policies. This is vital as compliance is essential
its governance of progress on Unilever’s sustainability agenda, to promote and protect Unilever’s values and standards, and
as set out in the Company’s integrated business strategy, hence the good reputation of the Group.
the Unilever Compass, see page 4 and 5. Part of this At each meeting, the Committee reviews an analysis of
responsibility is reviewing and managing sustainability- investigations into non-compliance with the Code and Code
related risks, opportunities and trends material to Unilever. Policies and discusses any trends arising from these
The Committee also provides reviews and recommendations investigations.
to the Board in relation to the Climate Transition Action Plan
(CTAP) which sets out the actions we will take to decarbonise The Committee also considers litigation and regulatory
our business and deliver our net zero goal. matters which may have a reputational impact and reviews
a summary of any significant developments at each meeting.
The Committee is charged with ensuring that Unilever’s These matters include increasing anti-bribery and corruption
reputation is protected and enhanced, so it must consider the measures, and competition law compliance.
Company’s influence and impact on stakeholders. Central to
this is the need to identify any external developments that are In 2022, human rights continued to be a focus for the
likely to impact Unilever’s corporate reputation, and to ensure Committee’s Code oversight. Members noted that regular
that appropriate and effective communication policies are dialogue at Board level on human rights and due diligence
in place to support this. The Committee also oversees safety, is critical.
security and wellbeing alongside Unilever’s Code of Business
Principles and third-party compliance, ensuring that both Principles and standards for third parties
Unilever’s direct employees and those working within the
Extending Unilever’s values to third parties is essential if
Company’s value chain comply with the expected standards
Unilever is to generate responsible growth and a positive
of conduct.
social impact on the industry and wider society.
The Committee’s discussions are informed by the experience
A lack of third-party compliance can pose a risk to the
of the Unilever Leadership Executive which is accountable for
business, so the Committee rigorously examines Unilever’s
driving responsible and sustainable growth through Unilever’s
compliance programmes to minimise risks.
operations, value chain and brands. Senior leaders are invited
to the Committee to share their perspectives and insights on At each meeting, the Committee tracks compliance with
key issues and external developments. These are then used for Unilever’s Responsible Sourcing Policy (RSP) for suppliers and
formal feedback to the Board. its Responsible Business Partner Policy (RBPP) for customers
and distributors. Together they set out Unilever’s requirements
Complementing the Committee’s role, the Audit Committee
that third parties conduct business with integrity and respect
is responsible for reviewing the independent assurance
for human rights and core labour principles. In December 2022,
programme of Unilever’s sustainability commitments within
the Responsible Partner Policy (RPP) came into effect, replacing
the Unilever Compass, and significant breaches of the Code
both the RSP and RBPP, and this recognises the evolving
of Business Principles.
demands of society and our planet, while simplifying our
approach with one policy. The Committee's focus will therefore
be on the RPP going forward.

106 Unilever Annual Report and Accounts 2022 | Governance


Report of the Corporate Responsibility Committee

Safety and security Our raw materials and packaging materials are the biggest
source of Unilever emissions. Tackling packaging waste and
Safety, Health and Environment (SHE) are key priorities at eliminating single-use plastic, including sachets, continue to
Unilever. be high priorities for the business and society. Unilever’s goals
This year, despite the reduced level of global infections, the include using more recycled and less virgin plastic, improving
pandemic has continued to cause disruption. The Committee the recyclability of plastic and exploring alternative materials
remained focused on the resilience of our people and for our packaging.
business, which required continued modernisation of Whilst sachets can ensure essential products reach low-
Unilever’s health services delivery. The Committee commended income households, the Committee highlighted that they
the actions taken by the business to support employees’ create a significant environmental and regulatory risk. The
health and wellbeing. In addition, the Committee oversaw Committee also acknowledged progress on the issue but
Unilever’s digital transformation which included the move recognised the considerable challenges involved in
to the Cority electronic medical record (EMR) platform for abandoning the use of sachets.
Unilever clinical staff caring for our people and the continued
roll out of digital health and wellbeing solutions that provide
Commercialising sustainability
24/7 tools and resources for improving the physical and
mental health of our people. Over the past decade, we have witnessed demands for
Unilever remained focused on promoting a safety-first culture. corporate and brand action to preserve our planet and
Our employee-only TRFR was 0.66 accidents per million hours improve livelihoods for the people we touch as a business. The
worked (1 October 2021 to 30 September 2022) versus 0.55 Unilever Compass is founded on the belief that sustainable
in 2021, returning to pre-pandemic levels as more normal business is a core driver for superior financial performance.
operations have resumed. In November 2021, we very sadly Each Business Group has set out a strategy to deliver superior
lost one employee at one of our tea estates in Kenya. results through sustainable operations. In 2022, the
The Committee also examined Unilever’s approach to security. Committee conducted deep dives of Home Care’s Clean
As a global business, Unilever operates in many countries, Future and Nutrition’s Future Foods strategies.
some of which suffer from limited rule of law, or social and Clean Future, Home Care’s innovation programme, seeks to
political unrest. In addition, cyber threats continue to increase. pioneer superior cleaning products that are also kinder to the
The Committee recognised volatility in global politics as a planet. We seek to address our carbon footprint both in the
cause for concern with the increasing risk of individuals or manufacture of products and in the usage by consumers. We
groups targeting Unilever. Members stayed abreast of growing also make our formulations biodegradable, minimise the use
global insecurity as Unilever experienced the operational of virgin plastics, and avoid animal testing. The Committee
impact of a rise in fragile states, with diminished capacity for supported Clean Future’s strategic focus on innovation and
external shocks or internal challenges. Increased insecurity recommended the team continues to focus on new ways to
also stretches national policing and impacts local economic engage consumers.
confidence, encouraging local criminality to expand their Boldly Healthier is Nutrition’s plan for people and planet which
illegal operations. The business continues to upgrade its is supported by quantitative ‘Future Foods’ commitments. This
resilience programmes to protect its people and assets. includes more plant-based, more positive nutrition, less salt,
In 2022, the war in Ukraine and its impact on colleagues and sugar and calories, as well as less food waste. Members were
operations has been a key focal point. Unilever’s response was briefed on constructive engagements with ShareAction, and
to firstly prioritise the safety of our people in Ukraine, secondly in addition to overall support for the Future Foods strategy,
to ensure the continuity of business operations and thirdly to the Committee encouraged Unilever to consider technology
protect the Company’s reputation. The Committee monitored and portfolio changes to move not just to 'healthier' but also
Unilever’s response from the perspective of employee to 'healthy'.
wellbeing as well as reputational and operational aspects,
and commended Unilever’s approach in placing the safety Diversity and inclusion
of our people first.
Domestic abuse can have a significant impact on victims’ and
Improving the health of the planet survivors’ working lives. Supporting victims of domestic abuse
in the workplace is a social justice, equality and health and
The effects of climate change and nature loss are becoming safety issue. When victims are supported, it will improve
ever more apparent and increasingly urgent. In May 2021, workplace relations, enhance wellbeing at work, retain
Unilever put a non-binding advisory vote to its shareholders workers, reduce absence, and increase motivation and
on its Climate Transition Action Plan (CTAP), see page 35 to 41. performance.
The CTAP sets out Unilever’s climate targets and the actions
required to reduce emissions in the business. The Corporate Unilever launched its Global Domestic Violence and Abuse
Responsibility Committee is responsible for overseeing CTAP Policy in March 2021. Since then, further enhancements
progress. In 2022, the Committee reviewed and approved the have been made to the policy to reflect the feedback from
plan to include the annual CTAP progress report within the employees. These include both those who have accessed
Annual Report and Accounts each year. the policy or have been impacted personally by domestic
violence and abuse. The Corporate Responsibility Committee
requested notification of the work carried out in this area and
recommended action to promote the visibility of the policy.

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Report of the Corporate Responsibility Committee

Protecting and enhancing Unilever’s reputation Eight equally weighted KPIs comprise the 2021 SPI evaluation,
with one target from each of the pillars which underpin the
Ensuring its good reputation is vital to Unilever’s ongoing strategic actions of the Unilever Compass representing the
success. As activism rises, commentary on issues such as business’s wider progress across the Compass pillars. In
single-use plastic and nutrition profiles becomes more rapidly making their rounded assessment, the Committees review
widespread than ever before, whilst social media continues to both qualitative and quantitative progress across multiple
amplify and accelerate issues. elements of the respective Compass pillar ambition, and
As the Committee charged with overseeing Unilever’s delivery against the respective anchor KPI.
reputation, it has scrutinised the processes for managing and Following an in-depth discussion of the SPI, the Corporate
advising on salient issues that present material risks to the Responsibility Committee agreed on a performance rating
perception of the business. These processes are defined within which was endorsed by the Compensation Committee. This
a clear governance framework and have been enhanced with joint assessment forms part of the Compensation Committee’s
more sophisticated forecasting techniques. Furthermore, overall recommendation on the SPI outcome (see page 117).
tracking and measurement tools evaluate potential issues
and enhance training.
Evaluation of the Corporate Responsibility
Management Co-Investment Plan Committee
Unilever’s Reward Framework includes the Management As part of the internal Board evaluation carried out in 2022,
Co-Investment Plan (MCIP) and Performance Share Plan (PSP). the Board evaluated the performance of the Committee.
These are long-term incentive plans that are linked to financial The Committee also carried out an assessment of its own
performance, as well as performance against sustainability performance in 2022 and concluded that it was working
targets in the Unilever Compass, (see page118). effectively.

To come to a view on Unilever’s performance on its


sustainability commitments for the purposes of reward, the
Corporate Responsibility Committee and the Compensation
Committee jointly evaluate performance against a
Sustainability Progress Index (SPI). This has a selection of eight Strive Masiyiwa
targets representative of the breadth of the Unilever Compass. Chair of the Corporate Responsibility Committee
The SPI is measured a year in arrears, and therefore 2022 is the
first year of using SPI targets aligned to the Unilever Compass
for the 2021 assessment. The Committees base their SPI Youngme Moon
assessment on information already in the public domain
and available to investors. Feike Sijbesma

108 Unilever Annual Report and Accounts 2022 | Governance


Directors' Remuneration Report

The Remuneration Policy


is due for renewal in
2024 and I look forward
to liaising with investors
and other stakeholders
on this topic.
Andrea Jung
Vice Chair/Senior Independent Director

On behalf of the Compensation Committee, I am pleased to Incentive outcomes and wider stakeholder
present Unilever’s Directors’ Remuneration Report (DRR) 2022. considerations
In the sections below, I set out the Compensation Committee’s
activities in 2022, including a summary of Unilever’s business
2022 annual bonus
performance in 2022 and how it links to key remuneration
outcomes for the year. Under the formulaic outcomes, a bonus of 133% of target
opportunity was determined for both the CEO Alan Jope
Business performance and remuneration (resulting in a bonus of 200% of fixed pay against a target
of 150%), and the CFO Graeme Pitkethly (resulting in a bonus
Unilever delivered a year of strong growth in challenging of 160% of fixed pay against a target of 120%), as detailed in
macroeconomic conditions. the chart on page 116.
Underlying sales growth (USG) stepped up to 9.0% in 2022, led After careful consideration, the Committee decided neither to
by pricing, in the face of significant input cost inflation across change the targets in response to volatile business conditions
our markets. Full year underlying price growth was 11.3%, nor to exercise discretion on the formulaic outcome, which will
which had, as expected, some negative impact on volumes, set the global bonus pool for all eligible Unilever employees.
which declined by 2.1%. Our growth priority was recognised by upweighting USG to 50%
Underlying operating margin (UOM) declined by 230bps within the 2022 annual bonus performance measures. The
to 16.1%, slightly ahead of target of 16.0%. Committee considered the formulaic outcome was justified in
2022. Strong sales growth was delivered in challenging
Free cash flow (FCF) delivery was €5.5bn (€5.2bn including macroeconomic conditions as we navigated through a high
€0.3bn tax paid on the separation of the global Tea business). cost inflation environment, and successfully balanced price
It was down from 2021 due to increases in capital expenditure growth, and volume only modestly down by 2.1%. USG was
and working capital, notably inventory. driven by disciplined pricing action and was broad-based
across each of our five Business Groups, led by strong
Underlying earnings per share (EPS) decreased by 2.1% to
performances from our billion+ Euro brands.
€2.57.
Under the Remuneration Policy, 50% of the net bonus award
Underlying return on invested capital (ROIC) was 16.0%,
will be deferred in shares for three years.
compared to 17.2% in the prior year. This was mainly due to
increased goodwill and intangibles, driven by Paula's Choice
and Nutrafol acquisitions and a currency impact. 2019-2022 Management Co-Investment Plan (MCIP)

We are making good progress against our Compass The formulaic outcome for the 2019-2022 MCIP was 70% of
sustainability commitments. As a result, we achieved an target. This outcome is detailed in the chart on page 117,
outcome of 126% for the Sustainability Progress Index (SPI), and corresponds to a vesting of 35% of maximum for our
as detailed on page 118. two Executive Directors.
Similarly to the annual bonus, based on overall financial
performance as well as a holistic review of performance over
the four-year vesting period, no discretion was applied to the
MCIP vesting in 2022 for the Executive Directors and members
of the Unilever Leadership Executive (ULE).
When considering outcomes for the wider workforce, the
Committee decided to exercise discretion to the MCIP
2019-2022 payout outcome to all eligible employees below
ULE due to the impact of Covid and input cost inflation.
The discretion was an adjustment of +10% to the formulaic
outcome, resulting in an adjustment of +7% of payout, to 77%.

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Directors' Remuneration Report

Wider stakeholder considerations As part of the fixed pay review, the Committee conducted an
(a)
evaluation of the CFO package against external market data
When considering the annual bonus and MCIP outcomes,
in the second half of 2022, which shows the CFO is currently
the Committee carefully took into account the experiences
positioned lower than the Committee consider to be
of our wider stakeholders in order to ensure that outcomes
appropriate given the individual’s skills, experience and
were aligned.
performance.
In particular, our decision not to amend targets mid-year
Following the fixed pay review and taking into account
despite extreme volatility and uncertainty was taken to
Company performance as well as the importance of retaining
ensure that employees and Executive Directors are treated
the CFO during the transition to a new CEO, the Board
commensurately with the interests of our shareholders.
approved the Committee’s recommendation of a fixed pay
The outcome of 133% of target for annual bonus is above
increase for the CFO of 6% to €1,246,262, effective from
expectations, but the outcome of 70% of target for MCIP is
1 January 2023. This is in line with the average increase
below our expectations. However, the Committee believes
awarded to the wider Unilever workforce in 2022.
these outcomes represent the performance delivered to
shareholders in challenging trading circumstances. (a) Our benchmarking peer group consists of other global companies of a similar
financial size and complexity to Unilever and is set out in full in the
Remuneration Policy.
Our Remuneration Policy for 2022
The Remuneration Policy was approved at the AGM on 5 May
Non-Executive Director fees
2021 and is available on our website ('the Remuneration Non-Executive Director fees have not been increased for
Policy'). three years despite increasing complexity, time commitment
Unilever's remuneration arrangements are aligned to its and required skills related to the role. As set out in last year’s
culture of rewarding performance through annual bonus and DRR, the Committee therefore reviewed the Non-Executive
long-term incentive performance measures and remuneration Director fees in 2022 which shows that the fee levels for some
is determined throughout Unilever based on the same roles are below the benchmark of market median rates for UK
principles as for the Executive Directors, as set out in the FTSE 30 companies. Therefore, the Board approved increases
Remuneration Policy. to the Non-Executive Director fees for 2023, as outlined on
page 124.
Executive Director changes
Engaging with shareholders
Alan Jope will step down as CEO and Executive Director with
effect from 1 July 2023 and will retire from employment on  I continued my dialogue with investors in 2022, including
31 December 2023. He will continue to be paid in line discussions on the topic of remuneration. In particular,
with the Remuneration Policy until his retirement. On this basis, investors have been interested to understand how
Alan remains eligible to receive a bonus in respect of 2023, Environmental, Social and Governance factors are taken into
payable in March 2024 based on Company performance and account in Unilever's remuneration arrangements. I was able
will participate in the PSP 2023-2025 on a pro-rated basis. to reiterate that the SPI has been an established feature of
Further details of Alan’s leaving arrangements are set out our long-term incentive (LTI) scheme since it was introduced
on page 124. in 2017 and continues to support our vision to be the global
leader in sustainable business and the importance of
As announced on 30 January 2023, Hein Schumacher will begin sustainability KPIs in driving business performance. See
employment with Unilever on 1 June 2023 as CEO Designate page 85 of the 2021 Annual Report and Accounts and the
and Executive Director and become CEO effective 1 July 2023. remuneration topics section of our website for further
Hein's fixed pay has been set at €1,850,000 with annual bonus information on the SPI.
and PSP opportunity in line with our Remuneration Policy
each of which for 2023 will be pro-rated to reflect his period I look forward to further engagement with shareholders in
of employment. The Committee believes that the current 2023 as Unilever prepares to renew its Remuneration Policy.
positioning of the package given Unilever’s global scale, The Committee is committed to ensuring that remuneration
complexity and market capitalisation represents an performance measures for Executive Directors align with the
acceptable balance in view of various considerations, such interests of investors.
as competitive external market pay rates across Unilever’s
peer group and Hein's skills and experience. Engaging with employees
In line with Unilever’s International Mobility policies, Hein As previously reported, the Board shares the responsibility for
will receive a relocation allowance to support his move to workforce engagement among all Non-Executive Directors
the UK (including housing costs) for a period of 24 months. to ensure that all Directors have a collective responsibility
Hein will also be granted share awards to compensate him for for bringing employee views into relevant Board discussion.
cash incentives from his previous employer that he will forfeit We continued these engagements in 2022, see page 89 for
due to commencing employment with Unilever. Further details a summary of the discussions that took place.
of Hein's joining arrangements are set out on page 123.
In November 2022, the Chair of the Board, along with the CEO,
attended a virtual town hall meeting open to all employees
Executive Director fixed pay increases globally. This was an opportunity for employees to ask
As set out in last year’s DRR, we did not conduct a fixed pay questions, including in relation to Unilever’s approach to
review for the Executive Directors in the first half of 2022, and remuneration. The Chair and the CEO shared that Unilever's
we planned to undertake such a review in the second half of intention is to provide competitive pay and reward high
2022. Given the announcement of the CEO to retire at the end performance. Unilever's approach to remuneration is intended
of 2023, the Committee decided not to further review his fixed to foster a healthy culture and incentivise employees to take
pay for 2022 or 2023. Therefore, the fixed pay review was action and be judged by their performance. This means the
limited to the CFO and took into account salary increases better Unilever performs, the higher the opportunity for
awarded to the wider workforce. employee reward.

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Directors' Remuneration Report

One of the Committee members attended an engagement Inflation and employee remuneration
session with employees on the subject of compensation
and benefits in November 2022. Employees shared feedback This year saw unprecedented levels of inflation and we have
on competitiveness of fixed pay for current employees, extended our support to employees in a number of countries
the opportunity to choose benefits and management through various targeted financial wellbeing interventions.
differentiation between team members. These have been specific to each country’s context and range
from providing access to financial advice to monetary
Employees are able to give real-time feedback on their pay compensation or other forms of support.
and benefits through Unilever's reward system. The average
satisfaction score for all employees globally for all elements
of reward was 63% as at 31 December 2022. Satisfaction with Implementation report
long-term incentives was particularly high at 71%, which The annual report on remuneration in this report describes
reflects Unilever's aim to drive performance with incentives 2022 remuneration in detail as well as the planned
in the upper quartile. implementation of the Remuneration Policy in 2023.
The Committee is periodically updated on matters impacting On behalf of the Committee and the entire Board, I thank all
the workforce, including inflation and the new Compass shareholders and their representatives for their constructive
Organisation. engagement in 2022. Shareholders will have an advisory vote
As such, the Committee believes the implementation on the DRR at the 2023 AGM. I look forward to engaging with
of remuneration in 2022 is a fair reflection of employee shareholders and their representatives in 2023 in respect of
experience. In particular, Executive Director pay increases renewing the Remuneration Policy.
are limited to the CFO and in line with that of the wider
workforce, as explained above. In addition, the same
Company performance measures for annual bonus and MCIP
Andrea Jung
apply to all eligible employees, including Executive Directors.
Chair of the Compensation Committee

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Directors' Remuneration Report

Committee members and attendance ■ setting the 2022 annual bonus and Performance Share Plan
(PSP) 2022-2024 performance measures and targets;
Attendance ■ reviewing fixed pay for the CEO and CFO and fees for the
Andrea Jung Chair 8/8 Non-Executive Directors;
Nils Andersen 8/8 ■ tracking external developments and assessing their impact
Laura Cha (member until 4 May 2022) 3/4 on Unilever’s Remuneration Policy and its implementation,
Ruby Lu 8/8 in particular in the context of geopolitical tensions, inflation,
Nelson Peltz (member since 20 July 2022) 3/3 and rising interest rates;
■ reviewing underlying reward principles, workforce pay,
including pay philosophy and pay positioning;
This table shows the membership of the Compensation ■ reviewing updates to Unilever's annual bonus policy to align
Committee together with their attendance at meetings during with the Compass Organisation transformation;
2022. Attendance is expressed as the number of meetings ■ retirement of CEO and CEO succession planning;
attended out of the number eligible to be attended. ■ reviewing gender pay gap data;
The Committee is comprised of four Non-Executive Directors, ■ considering progress on the living wage commitment that
including Andrea Jung as the Chair. Laura Cha retired as a is now extended to the wider supply chain; and
Non-Executive Director at the AGM in May 2022. Nelson Peltz ■ assessing performance against 2022 SPI targets and setting
became a Non-Executive Director and joined the Committee 2023 SPI targets along with the Corporate Responsibility
in July 2022. Other attendees at Committee meetings in 2022 Committee (CRC).
were the CEO, Chief Legal Officer & Group Secretary, the Chief
Counsel Executive Compensation & Employment, the Chief
Advisers
Human Resources Officer, the Chief People & Transformation
Officer, the VP Global Head of Reward, the Head of Expertise & While it is the Committee’s responsibility to exercise
Innovation, and the Deputy Chief Financial Officer & Controller. independent judgement, the Committee requests advice from
No individual Executive Director was present when their own management and professional advisers, as appropriate, to
remuneration was being determined to ensure there was no ensure that its decisions are fully informed given the internal
conflict of interest, although the Committee has separately and external environment.
sought and obtained Executive Directors’ own views when Fiona Camenzuli of PricewaterhouseCoopers LLP (PwC)
determining the amount and structure of their remuneration provided the Committee with independent advice on
before recommending individual packages to the Board various matters it considered. During 2022, the wider
for approval. PricewaterhouseCoopers network firms have also provided tax
and consultancy services to Unilever including tax compliance,
Role of the Committee transfer pricing, other tax-related services, managed legal
services, internal audit advice and secondees, third-party risk
The Committee reviews the remuneration of the Executive and and compliance advice, cyber security advice, sustainability
Non-Executive Directors and ULE. It also has responsibility for assurance and consulting, merger and acquisition support,
the design and terms of executive and all employee share- and media assurance support. PwC is a member of the
based incentive plans and the remuneration policy for the Remuneration Consultants Group and, as such, voluntarily
ULE and senior managers. The Committee is also involved in operates under the code of conduct in relation to executive
the performance evaluation of the ULE. remuneration consulting in the UK, which is available online at
The Committee's terms of reference are contained within www.remunerationconsultantsgroup.com (Code of Conduct:
'The Governance of Unilever' which is available on our website. Executive Remuneration Consulting).

As part of the Board evaluation carried out in 2022, the Board The Committee is satisfied that the advice of the PwC
evaluated the performance of the Committee. The Committee engagement partner and team, which provide remuneration
also carried out an assessment of its own performance in advice to the Committee, was objective and independent. They
2022. Overall, the Committee members concluded that the do not have connections with Unilever that might impair their
Committee is performing effectively. The Committee has independence. The Committee reviewed the potential for
agreed to review trends on executive remuneration and conflicts of interest and judged that there were appropriate
performance measures for long-term incentives, in particular safeguards against such conflicts. The fees paid to PwC in
in view of the upcoming Remuneration Policy renewal relation to advice provided to the Committee in the year to
due in 2024. 31 December 2022 were £188,250. This figure is calculated
based on time spent and expenses incurred for the majority of
advice provided, but on occasion, for specific projects, a fixed
Activities of the Committee fee may be agreed.
During 2022, the Committee met eight times and its activities
included:
■ determining the 2021 annual bonus outcome;

■ determining the vesting of the MCIP awards for the CEO,

CFO and the ULE;

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Annual report on remuneration Remuneration is proportionate given the financial size and
complexity of Unilever as determined through benchmarking
This section sets out how the Remuneration Policy (which with our peers. Unilever's remuneration arrangements
was approved by shareholders at the AGM on 5 May 2021 and provide for clarity and simplicity by constituting of fixed pay,
is available on our website) was implemented in 2022 and how benefits, annual bonus and long-term incentives, which are
it will be implemented in 2023. See the remuneration topics transparently detailed in the Remuneration Policy and DRR.
section of our website for a copy of the Remuneration Policy.
The Remuneration Policy is due for renewal in 2024 and I look
forward to liaising with investors and other stakeholders on
Remuneration Policy this topic.
The Remuneration Policy is operating as intended and no
material changes are proposed in relation to how we Implementation of the Remuneration Policy for
implement the Remuneration Policy in 2023. Executive Directors
Unilever's remuneration arrangements are aligned to its
The Remuneration Policy was implemented with effect from
culture of rewarding performance through annual bonus and
the May 2021 AGM as set out below.
long-term incentive performance measures and remuneration
is determined throughout Unilever based on the same Remuneration for 2022 and planned for 2023 for the CEO refers
principles as for the Executive Directors, as set out in the to Alan Jope. Please see page 123 for remuneration details for
Remuneration Policy. Remuneration is controlled with pay at Hein Schumacher as incoming CEO.
risk determined according to pre-determined performance
measures with a maximum outcome. This results in
predictability in the management of risks and costs. Executive

Elements of remuneration
Fixed Pay
Purpose and link to strategy Supports the recruitment and retention of Executive Directors of the calibre required to implement our strategy.
Reflects the individual’s skills, experience, performance and role within the Group. Provides a simple competitive
alternative to the separate provision of salary, fixed allowance and pension.
At a glance Details of the rationale for our Executive Directors’ fixed pay amounts can be found on page 110.
Implementation in 2022 Effective from 1 January 2022:
■ CEO: €1,560,780

■ CFO: €1,175,719

Planned for 2023 Effective from 1 January 2023:


■ CEO: €1,560,780 (no change)
■ CFO: €1,246,262 (6% increase)

Annual Bonus
Purpose and link to strategy Incentivises year-on-year delivery of rigorous short-term financial, strategic and operational objectives selected
to support our annual business strategy and the ongoing enhancement of shareholder value.
In 2021, a new requirement was introduced to defer 50% of the net annual bonus into shares or share awards to
link to long term performance.
At a glance ■ Target annual bonus of 150% of fixed pay for the CEO and 120% of fixed pay for the CFO.
■ Maximum annual bonus is 225% of fixed pay for the CEO and 180% for the CFO.
■ Business performance multiplier of between 0% and 150% based on achievement against business targets over
the year.
■ Performance target ranges are considered commercially sensitive and will be disclosed in full with the
corresponding performance outcomes retrospectively following the end of the relevant performance year.
■ Requirement to defer 50% net annual bonus into shares.
■ Subject to ultimate remedy/malus and claw-back provisions, as set out in the Remuneration Policy.
Implementation in 2022 Implemented in line with the Remuneration Policy:
■ Underlying sales growth: 50%
■ Underlying operating margin improvement: 25%

■ Free cash flow: 25%

Planned for 2023 ■ Underlying sales growth: 50%


■ Underlying operating margin improvement: 25%
■ Free cash flow: 25%

Long-Term Incentive: Performance Share Plan


Purpose and link to strategy The PSP aligns senior management’s interests with shareholders by focusing on the sustained delivery of
high-performance results over the long-term.
At a glance ■ PSP awards normally vest after three years, to the extent performance conditions are achieved.
■ The normal maximum award for the CEO is 400% of fixed pay and for the CFO is 320% of fixed pay. At target,
50% of maximum vests, equating to 200% and 160% of fixed pay respectively.
■ Upon vesting, Executive Directors will have a further two-year retention period.
■ The PSP is subject to ultimate remedy, discretion, malus and claw-back provisions, as set out in the
Remuneration Policy.
Implementation in 2022 The PSP was implemented in line with the Remuneration Policy. Details of the performance measures for the 2022
PSP awards can be found on page 119.

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Directors' Remuneration Report

Elements of remuneration continued


Planned for 2023 The performance conditions and target ranges for 2023 awards under the PSP will be as follows:

PSP 2023 – 2025 awards


Weighting Threshold Max

Competitiveness: 25%
% business winning 45% 60%
0% 200%

Cumulative free cash flow (€bn)


(current rates ex cash tax on 25%
disposal) €15.5bn €21.5bn
0% 200%

Underlying return on invested 25%


capital (exit year %) 14% 18%
0% 200%

Sustainability progress index


(Committee assessment of SPI 25%
progress) 0% 200%
0% 200%

PSP awards (based on target performance) to be made on 10 March 2023 as follows:


■ CEO 33% Fixed Pay: €520,260 (this is a reduced award to reflect Alan's period of employment over the

performance period (6 out of 36 months) against a target of 200% Fixed Pay).


■ CFO 160% Fixed Pay: €1,994,019.

Cumulative FCF from operating activities in current currency ensures sufficient cash is available to fund a range
of strategic capital allocation choices. As such, the Committee believes that the target range of a threshold of
€15.5bn and a maximum of €21.5bn to be appropriate.
ROIC measures the return generated on capital invested by the Group and is calculated as underlying
operating profit after tax divided by the annual average of: goodwill, intangible assets, property, plant and
equipment, net assets held for sale, inventories, trade and other current receivables, and trade payables
and other current liabilities. The target range of a threshold of 14% and maximum of 18% expresses our
commitment to deliver ROIC at a level of mid to high teens, whilst continuing to reshape our portfolio through
acquisitions and disposals.
Competitiveness % Business Winning will be assessed each year as the aggregate turnover of the portfolio
components (country/category cells) gaining value market share as a % of the total turnover measured by
market data. As such, it assesses what percentage of our revenue is being generated in areas where we are
gaining market share. The outcome for the 2023-2025 PSP is the average of the three years % Business Winning
performance. With intense competition and changing shopper trends, winning share in each portfolio or
geography segment presents a challenge for all players; repeating these wins over successive years is even
more demanding. At consolidated Group level, delivering consistently in the range of 50% Business Winning will
enable us to grow with our markets, delivering above 50% Business Winning over successive years supports our
objective of growing ahead of our markets. Keeping this in mind, the Committee believes that a stretch goal
of 60% and threshold performance of 45% resulting in a zero payout for this performance measure to be
appropriate.
The SPI is an assessment made jointly by the CRC and the Committee. The 2023 SPI will be evaluated on
progress against selected sustainability targets in the Unilever Compass, based on in-year performance in 2022
(except Positive Nutrition and Health and Wellbeing that will be measured against performance in 2023). The
CRC and Committee will determine a numerical rating for the SPI in the range of 0–200%. Annual ratings are
tallied as an average SPI for each four-year MCIP and each three-year PSP performance period. Eight pillars,
with one target from each of the three Compass priority areas, will comprise the 2023 SPI evaluation as for 2022
(see page 118). In making their rounded assessment, the CRC and the Committee will also review both
qualitative and quantitative progress across the wider Compass targets as well as delivery against the
respective KPIs.

In addition to the three elements mentioned above, our Executive Directors are provided with non-monetary benefits.
These include medical insurance cover, actual tax return preparation costs and provision of death-in-service benefits
and administration.

Ultimate remedy/malus and claw-back


Grants under the PSP and the legacy MCIP are subject to ultimate remedy and discretion as explained in the Remuneration
Policy. Malus and claw-back apply to all performance-related payments, as explained in the Remuneration Policy.
In 2022, the Committee did not reclaim or claw-back any of the value of awards of performance-related payments to current
or former Executive Directors.

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Single figure of remuneration and implementation of the Remuneration Policy in 2022


for Executive Directors (Audited)
The table below shows a single figure of remuneration for each of our Executive Directors for the years 2021 and 2022.
Alan Jope CEO (€’000) Graeme Pitkethly CFO (€’000)
Proportion Proportion Proportion Proportion
of Fixed of Fixed of Fixed of Fixed
and and and and
Variable Variable Variable Variable
2022 Rem 2021 Rem 2022 Rem 2021 Rem
(a)
(A) Fixed pay 1,561 1,534 1,176 1,156
Total fixed pay 1,561 1,534 1,176 1,156
(B) Other benefits 102 76 48 47
Fixed pay & benefits subtotal 1,663 30.8% 1,610 32.9% 1,223 32.1% 1,203 35.0%
(b)
(C) Annual bonus 3,114 1,864 1,876 1,123
(D) LTI: MCIP match shares 618 1,416 708 1,114
Variable Remuneration subtotal 3,732 69.2% 3,280 67.1% 2,585 67.9% 2,237 65.0%
Total Remuneration (A+B+C+D) 5,395 4,890 3,808 3,440
(a) Fixed pay increased by 3.5% to €1,560,780 for CEO and €1,175,719 for CFO from 1 July 2021 and pro-rated for annual bonus i.e. the maximum amount of 2021 bonus
increased by 1.75%.
(b) In line with the Remuneration Policy, 50% of the 2022 net annual bonus will be deferred into Unilever shares that must be held for a period of three years.

Where relevant, amounts for 2022 have been translated into euros using the average exchange rate over 2022 (€1 = £0.8510),
excluding amounts in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date at
9 February 2023 (€1 = £0.8879 and €1 = $1.0733).
Amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605), excluding amounts
in respect of MCIP, which have been translated into euros using the exchange rates at the vesting date on 16 February 2022
(€1 = £0.8379 and €1 = $1.1354).
We do not grant our Executive Directors any personal loans or guarantees.

Elements of single figure remuneration 2022

(A) Fixed pay (Audited)


Fixed pay set in euros and paid in 2022: CEO – €1,560,780, CFO – €1,175,719.

(B) Other benefits (Audited)


For 2022 this comprises:
Alan Jope Graeme Pitkethly
(a) (a)
CEO(€) CFO(€)
2022 2022
Medical insurance cover, actual tax return preparation costs and legal fees 86,439 35,616
Provision of death-in-service benefits and administration 16,000 12,000
Total 102,439 47,616
(a) The numbers in this table are translated where necessary using the average exchange rate over 2022 of €1 = £0.8510.

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(C) Annual bonus (Audited)


Annual bonus 2022 actual outcomes: CEO – €3,113,756 (which is 89% of maximum, 200% of fixed pay as at 31 December 2022).
CFO – €1,876,448 (which is 89% of maximum, 160% of fixed pay as at 31 December 2022).

Alan Jope Graeme Pitkethly

50% of the net annual bonus earned is deferred into shares (€825,145 for Alan Jope and €497,259 for Graeme Pitkethly). Shares
are deferred for three years and not subject to performance or service conditions, in line with the Remuneration Policy.
The annual bonus measures and performance against targets are set out below. All performance ranges are straight-line
between threshold and maximum:

Performance: Annual Bonus

Further details of the annual bonus outcomes and the Committee's assessment of the appropriateness of the formulaic
outcomes are described in the Committee Chair's letter on page 109.

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(D) MCIP (Audited)

2022 Outcomes
This includes MCIP match shares (operated under the Unilever Share Plan 2017) granted to Alan Jope and Graeme Pitkethly
on 23 April 2019, based on performance in the four-year period to 31 December 2022, which vested on 9 February 2023.
The values included in the single figure table for 2022 are calculated by multiplying the number of shares granted (including
additional shares in respect of accrued dividends through to 31 December 2022) by the level of vesting (% of target award)
and the share price on the date of vesting (PLC £41.09 and PLC EUR €46.47), translated into euros using the exchange rate on
the date of vesting (€1 = £0.8879).
Performance against targets:

Performance: MCIP 2019-2022

(a) Earnings Per Share Growth excludes the benefit from share buyback of €3bn in 2021. 2022 share buyback of €1.5bn was executed to return ekaterra Tea Business
proceeds, hence considered.

Further details of the MCIP outcome and the Committee's assessment of the appropriateness of the formulaic outcomes are
described in the Committee Chair's letter on page 109. Further detail on the SPI outcome is set out below. On the basis of this
performance, the Committee determined that the MCIP awards at the end of 2022 will vest at 70% of initial target award levels
(i.e. 35% of maximum for MCIP), in line with the formulaic outcome.

Outcome of SPI for MCIP cycle 2019-2022 (not audited):


The SPI is an assessment of the business’s sustainability performance by the CRC and the Committee that captures quantitative
and qualitative elements. The CRC and the Committee agree on a SPI achievement level against the target taking into account
performance across all the targets in each Compass pillar (i.e. climate action, positive nutrition, and living wage).
The Unilever Compass sustainability target is our integrated sustainability and business strategy and includes 38 sustainability
KPIs under three Compass priority areas.
The 2022 SPI performance is set out on page 118. The SPI index for the four-year MCIP performance period is calculated by taking
a simple average and is set out at the bottom of the table for MCIP 2019-2022. From 2022, the SPI indicators are based on
progress made against the Unilever Compass, as 2021 marked the final year of reporting against the Unilever Sustainable Living
Plan (USLP). Therefore, for the MCIP cycle 2019-2022, the outcome for the first three years is based on the USLP and the outcome
for the final year is based on the Unilever Compass.
To 'improve the health of the planet', aligned to Home Care’s Clean Future strategy, we signed two major contracts with
suppliers to develop alternatives to surfactants: the most greenhouse gas-intensive class of ingredients. We also continue in our
journey to deforestation-free supply chains, where in 2021, 81% of our volumes of palm oil, paper and board, tea, soy and cocoa
were from areas with a low risk of deforestation. We have made further progress against all waste-free world targets, through
our 'less plastic, better plastic, no plastic' framework, and are firmly on track to deliver the goal of 25% recycled plastic by 2025.
Under our 'improve people's health, confidence and wellbeing' priority area, we reached 686 million people, helping to improve
their health, wellbeing and hygiene through programmes led by some of our biggest brands: Lifebuoy, Dove, Pepsodent and
Sunsilk. Further, plant-based eating is essential to reduce the burden on the planet, and it is good for people’s health. Despite
Covid-related supply issues and intensified competition completion, our plant-based products have reported growth. We have
a strategy to sustain the strong growth of meat replacement and vegan mayonnaise and to boost growth in plant-based
ice cream.
Finally, under the 'contribute to a fairer and more socially inclusive world' priority area, we enhanced the livelihoods of millions
of people by driving fairness and human rights in our operations and extended supply chain. We are supporting diverse
businesses through supplier development programmes and launched a supplier diversity pledge. Focusing on key collaborative
manufacturing suppliers and our largest markets, we are implementing the Living Wage. And, to prepare for changing core skills
required to perform their roles, we are ensuring our workforce is prepared for the future with an aim to reskill or upskill our
employees with future-fit skills by 2025.

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The average SPI outcome for MCIP 2019-2022 is set out at the bottom of the table and in note (b).

SPI 2022
(a)
Compass pillar Compass target KPI 2021 target Judgement 2021 actuals

Compass priority area: Improve the health of the planet


Climate action Replace fossil-fuel-derived carbon The total number of suppliers with 2 Achieved 2
with renewable or recycled carbon whom we have signed agreements
in all our cleaning and laundry to develop renewable or recycled
product formations by 2030 carbon surfactants from 1 January
to 31 December 2021
Protect and regenerate Deforestation-free supply chain in The percentage of palm oil, soy, 80% Achieved 81%
nature palm oil, soy, paper and board, tea paper and board, tea and cocoa
and cocoa by 2023 that are purchased or contracted
from low-risk sources of
deforestation by 31 December
2021, based on contracts in place
by 1 October 2021 for palm oil, and
purchases made from 1 October to
31 December 2021 for soy, paper
and board, tea and cocoa
Waste-free world 25% recycled plastic by 2025 Total tonnes of recycled plastic 20% Under- 19%
purchased as a percentage of total achieved
tonnes of plastic packaging used
in products sold from 1 January to
31 December 2021

Compass priority area: Improve people's health, confidence and wellbeing


Positive nutrition €1 billion annual sales from plant- Total sales (euros) of Unilever's €320m Under- €242m
based meat and dairy alternatives products containing plant-based achieved
by 2025-2027 meat and dairy alternatives from
1 January to 31 December 2021
Health & wellbeing Taking action through our brands Number of people reached by 500m people Over- 686m
to improve health and wellbeing brand communications and achieved people
and advance equity and inclusion, initiatives that help improve health
reaching 1 billion people per year and wellbeing, and help advance
by 2030 equity and inclusion from 1 January
to 31 December 2021

Compass priority area: Contribute to a fairer and more socially inclusive world
Equity, diversity & inclusion Spend €2 billion annually with Monetary value (euros) of all €374m Over- €445m
diverse businesses worldwide invoices received from tier 1 achieved
by 2025 suppliers that are either verified as
a diverse business by an approved
certification body or have self-
declared as a diverse business from
1 January to 31 December 2021
Raise living standards Ensure that everyone who directly The total monetary value of long- 60% Over- 78%
provides goods and services to term Dedicated Collaborative achieved
Unilever will earn at least a living Manufacturing contracts signed
wage or income by 2030 with a requirement to pay a living
wage, expressed as a percentage
of the total monetary value of long-
term Dedicated Collaborative
Manufacturing contracts signed
from 1 January to 31 December
2021
Future of work Reskill or upskill our employees % of employees with a future-fit 5% Achieved 7%
with future-fit skills by 2025 skills set from 1 January to 31
December 2021
Annual SPI outcome 125%
Average SPI outcome for 126%
(b)
MCIP 2019-2022

(a) Judgement of the Committee and CRC.


(b) SPI outcomes for the years 2019-2021 were based on the USLP and are set out in detail on page 92 of the Annual Report and Accounts 2021. SPI 2019 outcome
(based on 2018 actuals) was 125%, SPI 2020 outcome (based on 2019 actuals) was 130%, SPI 2021 outcome (based on 2020 actuals) was 125% and SPI 2022 outcome
(based on 2021 actuals) was 125%, making an average SPI outcome for MCIP 2019-2022 of 126% (rounded).

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Share price growth MCIP 2019 – 2022

(a) The conditional number of shares awarded (including decimals) at the share price on the award date at target performance.
(b) The business performance ratio applied to the original conditional share award (including decimals) at the share price on the award date.
(c) The dividends accrued on the original conditional share award (including decimals) at the share price on the award date.
(d) The nominal movement in share price between the award date and the vesting date applied to the original conditional share award plus accrued dividends
(including decimals) multiplied by the business performance ratio. The value attributable to share price growth over the vesting period is -€79,922 and -€72,157 for the
CEO and CFO respectively (using exchange rate on day of vesting for CFO of €1 = £0.8879).
(a) The final value of the award on the vesting date using the exchange rate on the day of vesting of €1 = £0.8879. The actual number of vested shares can be found
on page 122.

Scheme interests awarded in the year (Audited)


PSP performance share award made in 2022
Basis of award The following numbers of performance shares were awarded on 11 March 2022 (vesting on 13 February 2025):
CEO: PLC – 77,427 CFO: PLC – 46,660
Maximum vesting results in 200% of the above awards vesting. Dividend equivalents may be earned
(in cash or additional shares) on the award when and to the extent that the award vests.
Maximum face value ■ CEO: €6,171,287
(a)
of awards ■ CFO: €3,719,011
Threshold vesting Four equally weighted long-term performance measures. 0% of the target award vests for threshold
(% of target award) performance.
Performance period 1 January 2022 – 31 December 2024 (with a requirement to hold vested shares for a further two-year
retention period).
Details of performance Performance measures:
measures

PSP 2022 – 2024 awards


Weighting Threshold Max

(b)
Competitiveness: % business winning
25%
45% 60%
0% 200%

Cumulative free cash flow


25%
(current FX) €16.0bn €22.0bn
0% 200%

Underlying return on invested capital


25%
(exit year %) 15% 19%
0% 200%

200%
Sustainability progress index (Committee
25%
assessment of SPI progress) 0% 200%
0% 200%

(a) Face values are calculated by multiplying the number of shares granted on 11 March 2022 (including decimals) by the share price on that day of PLC £33.92, assuming
maximum performance and therefore maximum vesting of 200% and then translating into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded).
(b) Competitiveness measured by % Business Winning was 47% on a Moving Annual Total basis as per 31 December 2022.

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Annual bonus deferral share award made in 2022


Basis of award The following numbers of annual bonus deferral shares were awarded on 22 March 2022:
CEO: CFO:
■ PLC – 12,020 ■ PLC – 7,244

Annual bonus deferral shares accrue dividends, which are reinvested.

(a)
Face value of awards CEO: €485,803 CFO: €292,775

Deferral period 22 March 2022 – 22 March 2025.

Details of performance No performance measures.


measures

(a) Face values are calculated by multiplying the number of shares granted on 22 March 2022 (including decimals) by the share price on that day of PLC £34.40 and then
translated into euros using an average exchange rate over 2022 of €1 = £0.8510 (rounded).

Minimum shareholding requirement and Executive Director share interests (Unaudited)


Executive Directors are required to build and retain a personal shareholding in Unilever within five years of their date of
appointment to align their interests with those of Unilever’s shareholders. Incoming Executive Directors will be required to
retain all shares vesting from any share awards made since their appointment (after deduction of tax) until their minimum
shareholding requirements have been met in full. If Executive Directors fail to achieve 100% of the shareholding requirement by
the relevant time, they are not permitted to sell any Unilever shares and Unilever retains the right to block the sale of their shares
until the required level of shareholding has been obtained.
The table below shows the Executive Directors’ share ownership against the minimum shareholding requirements as at
31 December 2022 and the interest in PLC ordinary shares of the Executive Directors and their connected persons as at
31 December 2022.
When calculating an Executive Director’s personal shareholding, the following methodology is used:
■ fixed pay at the date of measurement;

■ shares in PLC will qualify provided they are personally owned by the Executive Director, by a member of their (immediate)

family or by certain corporate bodies, trusts or partnerships, as required by law from time to time (each a ‘connected person’);
■ shares purchased under the legacy MCIP, whether from the annual bonus or otherwise, will qualify as from the moment of

purchase as these are held in the individual’s name and are not subject to further restrictions;
■ shares or entitlements to shares that are subject only to the Executive Director remaining in employment will qualify on a net

of tax basis (including deferred bonus awards);


■ shares awarded on a conditional basis by way of the legacy MCIP will not qualify until the moment of vesting (i.e. once the

precise number of shares is fixed after the four-year vesting period has elapsed);
■ shares awarded on a conditional basis under the PSP will not qualify until the moment of vesting (i.e. once the precise number

of shares is fixed after the three-year vesting period for PSP has elapsed); and
■ the shares will be valued on the date of measurement or, if that outcome fails the personal shareholding test, on the date

of acquisition.
The share price for the relevant measurement date will be based on the average closing share prices and the euro/sterling/US
dollar exchange rates from the 60 calendar days prior to the measurement date.
Any Executive Director who leaves after the date the Remuneration Policy took effect will be required to maintain at least 100% of
their minimum shareholding requirement for two years after leaving (or if less, their actual shareholding on the date of leaving).
ULE members are required to build a shareholding of 400% of fixed pay (500% for the CEO). This requirement is 250% of fixed pay
for the management layer below ULE.
Executive Directors’ shareholdings are ring-fenced to ensure they meet the minimum shareholding requirement, including
for two years after leaving employment. This means that even if the shares are vested, they are blocked until the end of the
minimum shareholding requirement period (excluding any shares above the minimum shareholding requirement).

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Executive Directors’ and their connected persons’ interests in shares and share ownership (Audited)

Share ownership Actual share Shares held as at Shares held as at


(b)
guideline as % of Have guidelines ownership as a % 1 January 2022 31 December 2022
fixed pay (as at been met (as at of fixed pay (as
31 December 31 December at 31 December
(a)
2022) 2022) 2022) PLC PLC ADS PLC PLC ADS
CEO: Alan Jope 500% Yes 894% 43,251 223,140 55,271 237,881
CFO: Graeme Pitkethly 400% Yes 831% 182,058 206,108
(a) Calculated based on the minimum shareholding requirements and methodology set out above and the headline fixed pay for the CEO and CFO as at 31 December
2022 (€1,560,780 for the CEO and €1,175,719 for the CFO).
1
(b) PLC shares are ordinary 3 /9p shares. Includes annual bonus deferral shares dividend accrual, which is reinvested.

During the period between 1 January and 21 February 2023, the following changes in interests have occurred:
■ Graeme Pitkethly purchased 6 PLC shares under the PLC ShareBuy Plan: 3 on 10 January 2023 at a share price of £41.97, and

a further 3 on 8 February 2023 at a share price of £40.98; and


■ as detailed under heading (D) on page 117, on 9 February 2022:

■ Alan Jope acquired 7,054 PLC EUR shares following the vesting of his 2019 MCIP award; and

■ Graeme Pitkethly acquired 8,114 PLC GBP shares following the vesting of his 2019 MCIP award.

The voting rights of the Directors (Executive and Non-Executive) and members of the ULE who hold interests in the share
capital of PLC are the same as for other holders of the class of shares indicated. As at 21 February 2023, none of the
Directors’ (Executive and Non-Executive) or other ULE members’ shareholdings amounted to more than 1% of the issued shares
in that class of share (except Nelson Peltz who owns 1.4% of the PLC issued share capital including via Trian Fund Management
as a connected person). All shareholdings in the table above are beneficial. On page 92, the full share capital of PLC has been
described. Pages 167 and 168 set out how many shares Unilever held to satisfy the awards under the share plans.

Information in relation to outstanding share incentive awards


As at 31 December 2022, Alan Jope held awards over a total of 207,808 shares which are subject to performance conditions
and a total of 17,763 shares which are not subject to performance conditions, and Graeme Pitkethly held awards over a total of
135,568 shares which are subject to performance conditions and a total of 10,705 shares which are not subject to performance
conditions. There are no awards of shares in the form of options.

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Annual bonus deferral shares (Audited)


The following bonus deferral shares were outstanding at 31 December 2022 under the Unilever Share Plan 2017:
Balance of Balance of
restricted Bonus deferral bonus deferral
bonus deferral Bonus deferral shares with shares at 31
shares at 1 shares granted restrictions December
(a) (b)
Share type January 2022 in 2022 Price at award removed 2022
Alan Jope PLC 5,743 12,020 £34.40 — 17,763
Graeme Pitkethly PLC 3,461 7,244 £34.40 — 10,705
(a) Grant made on 22 March 2022 and vests on 22 March 2025.
(b) Annual bonus deferral shares accrue dividends, which are included in the share ownership table above where applicable.

PSP (Audited)
The following conditional shares were outstanding at 31 December 2022 under the PSP and are subject to performance
conditions:
Balance of Conditional
conditional shares Balance of
shares at 1 awarded conditional shares
January 2022 in 2022 at 31 December 2022
Performance
period Dividend
1 January shares Additional
No. of 2022 to accrued shares
Share shares 31 December Price at during the Vested in Price at earned in
(a) (b) (c) (d) (e)
type 2024 award year 2022 vesting 2022 Shares lapsed No. of shares
Alan Jope PLC 62,913 77,427 £33.92 4,714 — £- — — 145,054
Graeme
Pitkethly PLC 37,913 46,660 £33.92 2,841 — £- — — 87,414
(a) Alan Jope: This includes a grant of 61,233 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,680 PLC shares from reinvested dividends accrued in prior
years in respect of awards.
(b) Graeme Pitkethly: This includes a grant of 36,901 of PLC shares made on 7 May 2021 (vesting on 7 May 2024), and 1,012 PLC shares from reinvested dividends accrued
in prior years in respect of awards.
(c) These grants were made on 11 March 2022 (vesting 13 February 2025).
(d) Reflects reinvested dividend equivalents accrued during 2022, subject to the same performance conditions as the underlying PSP shares.
(e) The first vest will take place in 2024.

MCIP (Audited)
The following conditional shares vested during 2022 or were outstanding at 31 December 2022 under the MCIP:

Balance of
conditional
shares at 1
January 2022 Balance of conditional shares at 31 December 2022
Dividend
shares
accrued Additional
Share No. of shares during the Vested in Price at shares earned
(a) (b) (c) (d) (e)
type year 2022 vesting in 2022 Shares lapsed No. of shares
PLC 60,370 2,384 — N/A — — 62,754
Alan Jope PLC ADS 16,381 — 14,252 US$51.88 — 2,129 —
Graeme Pitkethly PLC 74,430 1,831 24,453 £38.18 — 3,654 48,154
(a) Alan Jope: This includes a grant of 14,454 PLC ADS shares made on 23 April 2018 (which vested on 16 February 2022), a grant of 16,668 PLC shares on 23 April 2019
(which vested on 9 February 2023), and a grant of 39,594 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 1,927 PLC ADR shares and 4,108 PLC shares from
reinvested dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020,
which is why only Unilever PLC shares are provided in this table.
(b) Graeme Pitkethly: This includes a grant of 12,408 of each NV and PLC shares made on 3 May 2018 (which vested on 16 February 2022), a grant of 19,196 PLC shares on
23 April 2019 (which vested on 9 February 2023) and a grant of 23,795 PLC shares on 24 April 2020 (vesting on 15 February 2024) and 6,623 PLC shares from reinvested
dividends accrued in prior years in respect of awards. Please note, any Unilever N.V. shares were converted to PLC shares on Unification in November 2020, which is why
only Unilever PLC shares are provided in this table.
(c) Reflects reinvested dividend equivalents accrued during 2022 and subject to the same performance conditions as the underlying matching shares.
(d) The 23 April 2018 and 3 May 2018 grant vested on 16 February 2022 at 87% for both Alan Jope and Graeme Pitkethly.
(e) This includes any additional shares earned and accrued dividends as a result of a business performance multiplier on vesting below 100%.

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Executive Directors' service contracts


Starting dates of our Executive Directors’ service contracts:
■ Alan Jope: 1 January 2019 (signed on 16 December 2020); and

■ Graeme Pitkethly: 1 October 2015 (signed on 16 December 2015).

Service contracts are available to shareholders to view at the AGMs or on request from the Group Secretary, and can be
terminated with 12 months’ notice from Unilever or six months’ notice from the Executive Director. A payment in lieu of notice can
be made of no more than one year’s fixed pay and other benefits. Other payments that can be made to Executive Directors in the
event of loss of office are disclosed in our Remuneration Policy. See the remuneration topics section of our website for a copy of
the Remuneration Policy.

Payments to former Directors (Audited)


The table below shows the 2022 payments to Paul Polman in accordance with arrangements made with him upon his stepping
down as CEO on 31 December 2018 and his retirement from employment with Unilever effective 2 July 2019. These arrangements
were disclosed in the 2018 DRR.

Paul Polman (€'000)


(a)
Benefits 94
Total Remuneration 94
(a) This includes tax preparation fees and social security.

There have been no other payments to former Directors nor have there been any payments for loss of office during the year.

Joining arrangements for Hein Schumacher


Hein will begin employment with Unilever on 1 June 2023 as CEO Designate and Executive Director and then become CEO on
1 July 2023. The Compensation Committee approved the remuneration package, as described in this section, which will come
into effect from 1 June 2023. His remuneration package is in accordance with the approved Remuneration Policy.
Hein's Fixed Pay has been set at €1,850,000 per annum. Hein is eligible to receive a discretionary annual bonus with target
opportunity set at 150% of Fixed Pay (maximum 225% Fixed Pay). 50% of any net annual bonus will be deferred into Unilever
shares for three years. Hein's bonus in respect of 2023 will be pro-rated for his period of employment with the Company. Further
details on the annual bonus (including performance measures) are set out on page 113. Hein is also eligible for a PSP award of
200% of Fixed Pay at target (400% Fixed Pay maximum) that will vest, to the extent performance conditions are achieved, on
1 June 2026 followed by an additional two-year holding period. Hein's PSP 2023-2025 award will be reduced to reflect his period
of employment with the Company over the performance period (31 out of 36 months, which equates to 172% of Fixed Pay at
target totalling €3,186,111). Further details on the PSP 2023-2025, including performance conditions, are set out on page 114.
In line with Unilever’s International Mobility policies, Hein will receive a relocation allowance to support his move to the UK
(including housing costs) for a time-limited period of 24 months. This is a reduced benefit from Unilever’s usual International
Mobility arrangements. If Hein leaves Unilever within 24 months of appointment, the Committee may claw-back some or all of
the relocation allowance.
In addition, Hein will receive other standard benefits including private medical insurance, life assurance cover, permanent
disability insurance and tax advisory services.

Buy-out awards
In order to secure Hein's appointment and to allow him to join Unilever at the earliest opportunity, the Committee has agreed
to buy out certain cash incentives that he will forfeit due to leaving his current employment. In line with the Remuneration Policy,
the Committee took into account all relevant factors, including the nature, timing and value of awards being forfeited when
determining the structure and size of buy-out awards offered. The following buy-out awards will be granted to Hein following
commencement of his employment with the Company and the Committee is satisfied that the structure of the buy-out awards
is consistent with the Remuneration Policy:
■ To replace the 2023 cash bonus that Hein will forfeit, a share award with grant value of €232,500 that will vest on 15 February

2024, subject to continued service.


■ To replace the 2021-2023 cash long-term incentive that Hein will forfeit, a share award with grant value of €697,500 that will

vest on 7 May 2024 subject to (i) continued service and (ii) PSP 2021-2023 performance outcomes, capped at a maximum of
120% of performance outcome.
The number of Unilever shares that will be granted will be calculated using the 5-trading day average share price prior to 1 June
2023. The awards will be reported in the single figure table for 2023.
Each buy-out award will be reduced or lapse if Hein's current employer’s award which the buy-out award replaces pays out.
The buy-out awards will be subject to the malus and claw-back provisions as set out in the Remuneration Policy. In line with the
Remuneration Policy, Hein will be required to retain all shares vesting from any share awards (including the buy-out awards)
until his minimum shareholding requirement of 500% of Fixed Pay has been met.

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Leaving arrangements for Alan Jope


Alan Jope will step down as CEO and Executive Director with effect from 1 July 2023 and will retire from employment on
31 December 2023 (the 'Retirement Date'). Until the Retirement Date he will assist with an orderly transition and handover
of responsibilities.
On this basis and in accordance with his service agreement and our Remuneration Policy, Alan Jope:
■ will continue to receive Fixed Pay up to the Retirement Date;

■ remains eligible to receive a discretionary bonus in respect of the 2023 financial year, determined by the Committee in the

normal way and at the normal time dependent on the Company’s performance, with 50% of the net annual bonus deferred
into shares in accordance with the Remuneration Policy;
■ will participate in the PSP 2023-2025 on a pro-rated basis for the period during which he is CEO of the Company, further details

of which, including performance conditions, are set out on page 114;


■ as he is retiring, will be treated as a good leaver and hence his outstanding awards under the MCIP and PSP long-term share

incentive plans will remain capable of vesting in accordance with the rules of the relevant plan and will then vest on their
respective vesting dates, subject to Company performance. Upon vesting of any PSP awards, Alan will have a further two-year
retention period in accordance with the Remuneration Policy;
■ will continue to be eligible for vesting and release of any annual bonus deferral shares in accordance with their terms;

■ will remain subject to the Company’s minimum shareholding requirement and needs to retain Unilever shares worth at least

five times his annual Fixed Pay until the second anniversary of the Retirement Date;
■ will continue to receive tax return preparation services in respect of all Unilever source income;

■ will continue to receive medical insurance cover and death-in-service benefits through to the Retirement Date; and

■ will be entitled to payment for any unused and accrued holiday days as at the Retirement Date.

Details of all payments made to and received by Alan Jope will be disclosed on the Company’s website and in the Directors’
Remuneration Report within the Annual Report and Accounts as required going forward.

Implementation of the Remuneration Policy for Non-Executive Directors


As explained in the Chair letter on page 110, Non-Executive Director fees have not been increased for three years despite
increasing complexity, time commitment and required skills related to the role. As set out in last year’s DRR, there was no
increase to Non-Executive Director fees in 2022 and we planned to review the fees again in 2022. Such review shows that the fee
levels for some roles are below the benchmark of market median rates for UK FTSE 30 companies. Therefore, an increase from
1 January 2023 was approved to the basic Non-Executive Director fee (by GBP 10,000) as well as the rates for the Chair (by GBP
10,000), the Chair of the Compensation Committee (by GBP 5,000) and Chair of the Corporate Responsibility Committee (by
GBP 5,000), as well as the member fees for the Compensation Committee (by GBP 2,000), Audit Committee (by GBP 2,000) and
Corporate Responsibility Committee (by GBP 5,000). The Committee will review the fees again in 2023.
Non-Executive Director fees are set and paid in GBP. The table below outlines the current fee structure shown in our reporting
currency of EUR and GBP and using the average exchange rate over 2022 of £1 = €1.1751 (rounded).

2023 2022
Roles and responsibilities Annual Fee € Annual Fee £ Annual Fee € Annual Fee £
Basic Non-Executive Director Fee 111,631 95,000 99,880 85,000
Chair (all-inclusive) 775,540 660,000 763,789 650,000
Senior Independent Director (modular) 47,002 40,000 47,002 40,000
Member of Nominating and Corporate Governance Committee 17,626 15,000 17,626 15,000
Member of Compensation Committee 23,501 20,000 21,151 18,000
Member of Corporate Responsibility Committee 23,501 20,000 17,626 15,000
Member of Audit Committee 29,377 25,000 27,026 23,000
Chair of Nominating and Corporate Governance Committee 35,252 30,000 35,252 30,000
Chair of Compensation Committee 41,127 35,000 35,252 30,000
Chair of Corporate Responsibility Committee 41,127 35,000 35,252 30,000
Chair of Audit Committee 47,002 40,000 47,002 40,000

All reasonable travel and other expenses incurred by Non-Executive Directors in the course of performing their duties are
considered to be business expenses and so are reimbursed. Non-Executive Directors also receive expenses relating to the
attendance of their spouse or partner, when they are invited by Unilever.

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Single figure of remuneration in 2022 for Non-Executive Directors (Audited)


The table below shows a single figure of remuneration for each of our Non-Executive Directors, for the years 2021 and 2022.

2022 2021
Total Total
(a) (b) (a) (b)
Fees Benefits remuneration Fees Benefits remuneration
Non-Executive Director €'000 €'000 €'000 €'000 €'000 €'000
(c)
Nils Andersen 764 29 793 755 — 755
(d)
Laura Cha 50 — 50 137 — 137
(e)
Vittorio Colao — — — 22 — 22
(f)
Judith Hartmann 127 1 128 126 — 126
(g)
Adrian Hennah 140 — 140 21 — 21
(h)
Andrea Jung 200 — 200 180 — 180
(i)
Susan Kilsby 127 27 154 126 — 126
(j)
Ruby Lu 139 15 154 23 — 23
(k)
Strive Masiyiwa 135 — 135 134 — 134
(l)
Youngme Moon 118 41 159 132 — 132
(m)
Nelson Peltz 54 — 54 — — —
(n)
John Rishton 51 — 51 145 — 145
(o)
Hein Schumacher 31 — 31 — — —
(p)
Feike Sijbesma 135 1 136 134 — 134
(q)
Total 2,071 114 2,185 1,935 — 1,935
(a) This includes fees received from Unilever for 2021 and 2022 respectively. Includes basic Non-Executive Director fee and committee chairship and/or membership. Where
relevant, amounts for 2021 have been translated into euros using the average exchange rate over 2021 (€1 = £0.8605). Amounts for 2022 have been translated into
euros using the average exchange rate over 2022 (€1 = £0.8510).
(b) The only benefit received relates to travel by spouses or partners where they are invited by Unilever. There was no travel by the spouses or partners in 2021 due to the
Covid pandemic.
(c) Chair, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee.
(d) Retired from the Board at the May 2022 AGM.
(e) Stepped down from the Board and Chair of the Compensation Committee on 18 February 2021.
(f) Member of the Audit Committee.
(g) Appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022.
(h) Senior Independent Director and member of the Nominating and Corporate Governance Committee from the May 2021 AGM and Chair of the Compensation
Committee from 18 February 2021.
(i) Member of the Audit Committee.
(j) Member of the Compensation Committee and Nominating and Corporate Governance Committee and appointed to the Board with effect from 1 November 2021.
(k) Chair of the Corporate Responsibility Committee.
(l) Member of the Corporate Responsibility Committee. Stepped down as Senior Independent Director from the May 2021 AGM.
(m) Appointed to the Board and member of the Compensation Committee with effect from 20 July 2022.
(n) Retired from the Board at the May 2022 AGM.
(o) Appointed to the Board and member of the Audit Committee with effect from 4 October 2022.
(p) Member of the Corporate Responsibility Committee and Nominating and Corporate Governance Committee.
(q) In addition, Marjin Dekkers received benefits of €24,500 in 2022 related to spouse/partner travel to attend an event postponed from before his retirement in May 2020
due to Covid.

We do not grant our Non-Executive Directors any personal loans or guarantees or any variable remuneration, nor are they
entitled to any severance payments.

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Percentage change in remuneration of Non-Executive Directors


The table below shows the five-year history of year-on-year percentage change for fees and other benefits for the Non-Executive
Directors who were Non-Executive Directors at any point during 2022.
(a)
Total Remuneration
% change from % change from % change from % change from % change from
Non-Executive Director 2021 to 2022 2020 to 2021 2019 to 2020 2018 to 2019 2017 to 2018
(b)
Nils Andersen 5.0 -3.0 253.9 69.2 16.1
(c)
Laura Cha -63.5 2.3 10.8 5.2 7.5
Judith Hartmann 1.6 -3.0 -11.4 14.1 14.3
(d)
Adrian Hennah 566.7 0.0 0.0 0.0 0.0
(e)
Andrea Jung 11.1 32.8 11.8 51.3 0.0
(f)
Susan Kilsby 22.2 -3.0 144.0 0.0 0.0
(g)
Ruby Lu 569.6 0.0 0.0 0.0 0.0
Strive Masiyiwa 0.7 -3.0 -0.9 6.1 18.0
(h)
Youngme Moon 20.5 -21.4 -0.8 15.0 42.7
(i)
Nelson Peltz 0.0 0.0 0.0 0.0 0.0
(j)
John Rishton -64.8 -3.0 -10.9 17.5 12.6
(k)
Hein Schumacher 0.0 0.0 0.0 0.0 0.0
Feike Sijbesma 1.5 -3.0 -0.9 3.0 6.3
(a) Non-Executive Directors receive an annual fixed fee and do not receive any Company performance-related payment. Therefore, the year-on-year % changes are mainly
due to changes in committee chair or memberships, mid-year appointments of Non-Executive Directors, fee increases as disclosed in applicable directors’
remuneration reports, travel costs and changes in the average sterling: euro exchange rates. The only benefit received relates to travel by spouses or partners where
they are invited by Unilever. There was no travel by the spouses or partners in 2020 or 2021 due to the Covid pandemic.
(b) Nils Andersen became Chair in November 2019, hence his larger % increase from 2019 to 2020.
(c) Retired from the Board at the May 2022 AGM.
(d) Appointed to the Board with effect from 1 November 2021 and became Chair of the Audit Committee on 4 May 2022.
(e) Senior Independent Director and member of the Nominating and Corporate Governance Committee with effect from May 2021 AGM and Chair of the Compensation
Committee from 18 February 2021.
(f) Susan Kilsby joined Unilever in August 2019 and therefore her change from 2019 to 2020 shows a larger % change than for a usual mid-year joiner.
(g) Member of Compensation Committee and Nominating and Corporate Governance Committee and appointed to the Board with effect from 1 November 2021.
(h) Stepped down as Senior Independent Director with effect from May 2021 AGM.
(i) Member of the Compensation Committee and appointed to the Board with effect from 20 July 2022.
(j) Retired from the Board at the May 2022 AGM.
(k) Member of the Audit Committee and appointed to the Board with effect from 4 October 2022.

Non-Executive Directors’ interests in shares (Audited)


Non-Executive Directors are encouraged to build up a personal shareholding of at least 100% of their annual fees over the five
years from appointment. The table shows the interests in Unilever PLC ordinary shares as at 1 January 2022 and Unilever PLC
ordinary shares as at 31 December 2022 of Non-Executive Directors and their connected persons. This is set against the minimum
shareholding recommendation. There has been no change in these interests between 1 January 2023 and 21 February 2023,
other than the following transactions carried out by Trian Fund Management as a connected person of Nelson Peltz: (i) sale
of 1,661,153 PLC GBP shares by certain funds managed by Trian Fund Management for portfolio management purposes on
15 February 2023 at a weighted average share price of £42.60; (ii) distribution in kind of 1,012,346 PLC GBP shares by a fund
managed by a subsidiary of Trian Fund Management on 16 February 2023, made in connection with the wind-up of the fund
and a related vehicle; and (iii) acquisition of 822 PLC GBP shares distributed by a fund managed by a subsidiary of Trian Fund
Management on 16 February 2023.
Actual share
ownership as a %
Shares held at of NED fees
31 December Shares held at (as at 31
Non-Executive Director Share type 2022 Share type 1 January 2022 December 2022)
Nils Andersen PLC 21,014 PLC 21,014 130
(a)
Laura Cha PLC 3,518 PLC 3,518 334
Judith Hartmann PLC 2,500 PLC 2,500 93
Adrian Hennah PLC 4,000 PLC — 136
Andrea Jung PLC 4,576 PLC 4,576 109
Susan Kilsby PLC 2,250 PLC 2,250 84
Ruby Lu PLC — PLC — 0
Strive Masiyiwa PLC 3,530 PLC 3,010 124
Youngme Moon PLC ADS 3,500 PLC ADS 3,500 141
(b)
Nelson Peltz PLC 39,167,999 n/a n/a 3,440,770
(c)
John Rishton PLC 6,596 PLC 6,596 614
(d)
Hein Schumacher PLC — n/a n/a 0
Feike Sijbesma PLC 10,000 PLC 10,000 351
(a) Retired from the Board at the May 2022 AGM. Shares held as at 4 May 2022.
(b) Appointed with effect from 20 July 2022. Share ownership also includes shares held by Trian Fund Management as a connected person.
(c) Retired from the Board at the May 2022 AGM. Shares held as at 4 May 2022.
(d) Appointed with effect from 4 October 2022.

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Non-Executive Directors' letters of appointment


(a)
All Non-Executive Directors were reappointed to the Board at the 2022 AGM.
(a)
Non-Executive Director Date first appointed to the Board Effective date of current appointment
Nils Andersen 30 April 2015 4 May 2022
Laura Cha 15 May 2013 n/a
Judith Hartmann 30 April 2015 4 May 2022
Adrian Hennah 1 November 2021 4 May 2022
Andrea Jung 3 May 2018 4 May 2022
Susan Kilsby 1 August 2019 4 May 2022
Ruby Lu 1 November 2021 4 May 2022
Strive Masiyiwa 21 April 2016 4 May 2022
Youngme Moon 21 April 2016 4 May 2022
Nelson Peltz 20 July 2022 20 July 2022
John Rishton 15 May 2013 n/a
Hein Schumacher 4 October 2022 4 October 2022
Feike Sijbesma 1 November 2014 4 May 2022
(a) With the exception of Nelson Peltz and Hein Schumacher who were appointed by the Board with effect from 20 July 2022 and 4 October 2022 respectively and
appointments to be confirmed at the 2023 AGM and Laura Cha and John Rishton who retired as Directors at the 4 May 2022 AGM. The unexpired term for all Non-
Executive Directors’ letters of appointment is the period up to the 2023 AGM, as they all, unless they are retiring, submit themselves for annual reappointment.

Other disclosures related to Directors' remuneration (Unaudited)


Unilever regularly looks at pay ratios throughout the Group, and the pay ratio between each work level (WL in the table below),
and we have disclosed this for a number of years. The table below provides a detailed breakdown of the fixed and variable pay
elements for each of our UK work levels, showing how each work level compares to the CEO and CFO in 2022 (with equivalent
figures from 2021 included for comparison purposes).

CEO/CFO Pay Ratio Comparison (split by fixed/variable pay)

Figures for the CEO and CFO are calculated using the data from the Executive Directors’ single figure table on page 115. The
year-on-year comparison reflects an increase in total compensation for the Executive Directors in 2022 following a higher
performance outcome for annual bonus in 2022. Executive Directors have a higher weighting on performance-related pay
compared to other employees. The numbers are further impacted by fluctuation in the exchange rates used to convert pay
elements denominated in pounds sterling to euros for reporting purposes and not including employees in the Netherlands
following Unification. Where relevant, amounts for 2021 have been translated using the average exchange rate over 2021
(€1 = £0.8605), and amounts for 2022 have been translated using the average exchange rate over 2022 (€1 = £0.8510).
Annual bonus and LTI for the UK employees were not calculated following the statutory method for single figure pay. Instead,
variable pay figures were calculated using:
■ target annual bonus values multiplied by the actual bonus performance ratio for the respective year (disregarding personal

performance multipliers, which equal out across the population as a whole); and
■ MCIP values calculated at an appropriate average for the relevant work level of employees, i.e. an average 20% investment of

bonus for WL2 employees; 45% for WL3 employees; 60% for WL4-5 employees; and 100% for WL6 employees, multiplied by the
actual MCIP business performance ratio.
Fixed pay figures reflect all elements of pay (including allowances) and benefits paid in cash.

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CEO pay ratio comparison


The table below is included to meet UK requirements and shows how pay for the CEO compares to our UK employees at the
25th percentile, median and 75th percentile.

Median
Year 25th percentile percentile 75th percentile Mean pay ratio
Year ended 31 December 2022 Salary: £36,802 £44,478 £60,788
Pay and benefits
(excluding pension): £49,868 £61,553 £93,612
Pay ratio (Option A): 92:1 75:1 49:1 63:1
Year ended 31 December 2021 Salary: £34,560 £42,668 £58,869
Pay and benefits
(excluding pension): £48,229 £60,306 £90,335
Pay ratio (Option A): 87:1 70:1 47:1 63:1
Year ended 31 December 2020 Salary: £34,298 £41,010 £55,000
Pay and benefits
(excluding pension): £45,713 £55,751 £80,670
Pay ratio (Option A): 67:1 55:1 38:1 50:1
Year ended 31 December 2019 Salary: £38,510 £45,154 £59,988
Pay and benefits
(excluding pension): £50,689 £61,086 £87,982
Pay ratio (Option A): 83:1 69:1 48:1 51:1

Figures for the CEO are calculated using the data from the Executive Directors’ single figure table on page 115 translated into
sterling using the average exchange rate over 2022 (€1 = £0.8510).
Option A was used to calculate the pay and benefits (including pension) of the 25th percentile, median and 75th percentile
UK employees because the data was readily available for all UK employees of the Group and Option A is the most accurate
method (as it is based on total full-time equivalent total reward for all UK employees for the relevant financial year). Figures
are calculated by reference to 31 December 2022, and the respective salary and pay and benefits figures for each quartile are
set out in the table above. Full-time equivalent figures are calculated on a pro-rated basis.
Variable pay figures for the UK employees are calculated on the basis set out in the paragraph for other work levels below
the ‘CEO/CFO pay ratio comparison’ table. The reason for this is it would be unduly onerous to recalculate these figures when,
based on a sample, the impact of such recalculation is expected to be minimal.
The mean pay ratio has remained the same for 2022, as the average total remuneration for all UK employees increased at
a similar rate to that of the CEO. Both the CEO's total remuneration and the average total remuneration for UK employees
increased by around 9%. The median ratio is considered to be consistent with the pay, reward and progression policies within
Unilever as the Remuneration Policy is applicable across our 14,000+ managers throughout the whole business worldwide.
Additionally, we are required to show additional disclosures on the rates of change in pay year on year. The pay ratios set
out above are more meaningful as they compare to the pay of all of our UK employees. By contrast, the regulations require
us to show the percentages below based on employees of our PLC top company only, which forms a relatively small and
unrepresentative proportion of our total UK workforce. So, whilst operationally we may pay greater attention to our internal pay
ratios (included above in the ‘CEO/CFO pay ratio comparison’ table), these required figures are set out on the following page.

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Percentage change in remuneration of Executive Directors (CEO/CFO)


The table below shows the five-year history of year-on-year percentage change for fixed pay, other benefits (excluding pension)
and bonus for the CEO, CFO and PLC’s employees (based on total full-time equivalent total reward for the relevant financial
year) pursuant to UK requirements. The respective changes in percentages in fees for our Non-Executive Directors are included
in the table ‘Percentage change in remuneration of Non-Executive Directors’ on page 126.

Other benefits
(not including
Fixed pay pension) Bonus
(a)(b)
% change from 2021 to 2022 CEO 1.8% 34.2% 67.0%
(a)(c)
CFO 1.7% 2.1% 67.0%
(d)
PLC employees -4.3% 7.4% 57.0%
(a)(b)
% change from 2020 to 2021 CEO 1.7 % 35.7 % 71.6 %
(a)(c)
CFO 1.8 % 23.7 % 71.7 %
(d)
PLC employees -19.3 % -2.2 % -10.6 %
(a)(b)
% change from 2019 to 2020 CEO 4.0% 36.6% -39.1%
(a)
CFO 3.0% 40.7% -39.7%
(d)
PLC employees 1.7 % 30.2% -3.0%
(a)
% change from 2018 to 2019 CEO -9.5% -92.3% -7.4%
(a)
CFO 4.2% 4.8% 7.9%
(d)
PLC employees 15.0% -5.2% 9.7%
(a)
% change from 2017 to 2018 CEO 11.3% -19.2% -16.5%
(a)
CFO 8.2% 8.3% -10.5%
(d)
PLC employees 8.4% -5.0% -3.9%
(a) Calculated using the data from the Executive Directors’ single figure table on page 115 (for information on exchange rates, please see the footnotes in that table).
(b) The increase in fixed pay for the CEO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase
awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums, fluctuation in exchange rates and payment of legal fees associated with
the resignation of role of CEO. As a result of a higher formulaic outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely,
a lower formulaic outcome for the 2020 bonus resulted in the bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost
instead of in base salary and therefore the other benefits increased from 2019 to 2020 compared to prior years. As at 1 January 2019, Alan Jope succeeded Paul Polman
as CEO and therefore the CEO remuneration from 2018 to 2019 decreased compared to prior years as Alan Jope’s fixed pay was set at a level lower than Paul Polman’s.
(c) The increase in fixed pay for the CFO in 2022 reflects pay on 31 December 2022, compared to the amount in the 2021 single figure table, which included a pay increase
awarded from 1 July 2021. The increase in benefits is due to increased insurance premiums and fluctuation in exchange rates. As a result of a higher formulaic
outcome for the 2022 bonus, the bonus increased compared to the previous year (2021). Conversely, a lower formulaic outcome for the 2020 bonus resulted in the
bonus from 2019 to 2020 decreasing. As at 1 January 2020, the tax gross-up has been added in the cost instead of in base salary and therefore the other benefits
increased from 2019 to 2020 compared to prior years.
(d) For the PLC employees, fixed pay numbers include cash-related benefits employees receive as part of their total compensation, to ensure we can accurately compare
fixed pay for them against that of the CEO and CFO. Such cash-related benefits include acting-up allowance, transport allowance, and fixed pay protection allowance.
Figures are also affected by changes in the average sterling: euro exchange rates, as well as changes in the number of employees, including changes in ULE
membership.

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Relative importance of spend on pay


The chart below shows the relative spend on pay compared with dividends paid to Unilever shareholders and underlying
earnings. Underlying earnings represent the underlying profit attributable to Unilever shareholders and provides a good
reference point to compare spend on pay. The chart below shows the percentage of movement in underlying earnings,
dividends and total staff costs versus the previous year.

(a) In calculating underlying profit attributable to shareholders, net profit attributable to shareholders is adjusted to eliminate the post-tax impact of non-underlying
items in operating profit and any other significant unusual terms within net profit but not operating profit (see note 7 on page 171 for details).
(b) Includes share buyback of €1,509m in 2022 and €3,018m in 2021.

CEO single figure ten-year history


The table below shows the ten-year history of the CEO single figure of total remuneration:

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
CEO single figure of total remuneration
(€‘000) 7,740 9,561 10,296 8,370 11,661 11,726 4,894 3,447 4,890 5,395
Annual bonus award rates against
maximum opportunity 78% 66% 92% 92% 100% 51% 55% 32% 54% 89%
GSIP performance shares vesting rates
against maximum opportunity 64% 61% 49% 35% 74% 66% 60% n/a n/a n/a
MCIP matching shares vesting rates against
maximum opportunity n/a 81% 65% 47% 99% 88% n/a 42% 44% 35%

Ten-year historical Total Shareholder Return (TSR) performance


The graph below includes growth in the value of a hypothetical £100 investment over ten years’ FTSE 100 comparison based on
30-trading-day average values.
The table below shows Unilever’s performance against the FTSE 100 Index, which is the most relevant index in the UK where we
have our principal listing. Unilever is a constituent of this index.

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Ten-year historical TSR performance

Serving as a Non-Executive Director on the board of another company


Unilever recognises the benefit to the individual and the Group of senior executives acting as directors of other companies in
terms of broadening Directors’ knowledge and experience, but the number of outside directorships of listed companies is
generally limited to one per Executive Director. The remuneration and fees earned from that particular outside listed directorship
may be retained (see ‘Independence and Conflicts’ on page 88 for further details).
For the reason above, Graeme Pitkethly is permitted to be a Non-Executive Director of Pearson plc since 1 May 2019. In 2022, he
received an annual fee of €115,404 (£98,208) (2021: €108,077 (£93,000)) (of which 25% of his basic fee was delivered in Pearson
shares in accordance with Pearson’s remuneration policy) based on an average exchange rate over 2022 of €1 = £0.8510. Figures
for 2021 have been translated in euros based on an average exchange rate over 2021 of €1 = £0.8605.

Shareholder voting
Unilever remains committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. In the event of a
substantial vote against a resolution in relation to Directors’ remuneration, Unilever would seek to understand the reasons for
any such vote and would set out in the following Annual Report and Accounts any actions in response to it. The following table
sets out actual voting in respect of this and the previous report:

Voting outcome For Against Withheld


2021 Directors' Remuneration Report (2022 AGM)
(excluding the Directors' Remuneration Policy) 92.52% 7.48% 4,585,321
2021 Directors' Remuneration Policy (2021 AGM) 93.51% 6.49% 8,161,369

The DRR has been approved by the Board, and signed on its behalf by Maria Varsellona, Chief Legal Officer and Group Secretary.

Unilever Annual Report and Accounts 2022 | Governance 131


Financial statements

134 Statement of Directors’ responsibilities


135 KPMG LLP's Independent Auditor’s Report
150 Consolidated Financial Statements Unilever Group
154 Notes to the Consolidated Financial Statements Unilever Group
206 Company Accounts Unilever PLC
209 Notes to the Company Accounts Unilever PLC
214 Group Companies
225 Shareholder information: financial calendar
226 Additional Information for US Listings Purposes
Statement of Directors' responsibilities
Annual accounts Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report and Each of the Directors confirms that, to the best of his or her knowledge:
Accounts in accordance with applicable law and regulations. The ■ The Unilever Annual Report and Accounts 2022, taken as a whole, is

Directors are also required by the UK Companies Act 2006 to prepare fair, balanced and understandable, and provides the information
accounts for each financial year which give a true and fair view of the necessary for shareholders to assess the Company’s position and
state of affairs of the Unilever Group and PLC as at the end of the performance, business model and strategy;
financial year and of the profit or loss and cash flows for that year. ■ The financial statements which have been prepared in accordance

with international financial reporting standards (IFRS) as issued by


The Directors consider that, in preparing the accounts, the Group and the International Accounting Standards Board (IASB), and UK-
PLC have used the most appropriate accounting policies, consistently adopted international accounting standards give a true and fair view
applied and supported by reasonable and prudent judgements and of the assets, liabilities, financial position and profit or loss of the
estimates, and that all international financial reporting standards Company and the undertakings included in the consolidation taken
(IFRS) as issued by the International Accounting Standards Board (IASB), as a whole; and
and UK-adopted international accounting standards, which they ■ The Strategic Report includes a fair review of the development and
consider to be applicable have been followed. The Directors are performance of the business and the position of PLC and the
responsible for preparing the Annual Report and Accounts including the undertakings included in the consolidation taken as a whole,
consolidated financial statements in the European single electronic together with a description of the principal risks and uncertainties
format in accordance with the requirements as set out in Commission that they face.
Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format. The Directors and their roles are listed on pages 80 to 81.
The Directors have responsibility for ensuring that PLC keep accounting
records which disclose with reasonable accuracy their financial position Going concern
and which enable the Directors to ensure that the accounts comply
with all relevant legislation. They also have a general responsibility The activities of the Group, together with the factors likely to affect its
for taking such steps as are reasonably open to them to safeguard future development, performance, the financial position of the Group,
the assets of the Group, and to prevent and detect fraud and other its cash flows, liquidity position and borrowing facilities are described
irregularities. on pages 1 to 59. In addition, we describe in notes 15 to 18 on pages 181
to 196 the Group’s objectives, policies and processes for managing its
This statement, which should be read in conjunction with the capital; its financial risk management objectives; details of its financial
Independent Auditor's Report, is made with a view to distinguishing for instruments and hedging activities, and its exposures to credit and
shareholders the respective responsibilities of the Directors and of the liquidity risk. Although not assessed over the same period as going
auditors in relation to the accounts. concern, the viability of the Group has been assessed on page 76.
A copy of the financial statements of the Unilever Group is placed on The Group has considerable financial resources together with
our website at www.unilever.com/investorrelations. The maintenance established business relationships with many customers and suppliers
and integrity of the website are the responsibility of the Directors, and in countries throughout the world. As a consequence, the Directors
the work carried out by the auditors does not involve consideration of believe that the Group is well placed to manage its business risks
these matters. Accordingly, the auditors accept no responsibility for successfully for at least 12 months from the date of approval of
any changes that may have occurred to the financial statements since the financial statements.
they were initially placed on the website. Legislation in the UK and the
Netherlands governing the preparation and dissemination of financial After making enquiries, the Directors consider it appropriate to adopt
statements may differ from legislation in other jurisdictions. the going concern basis of accounting in preparing this Annual Report
and Accounts.

Independent auditors and disclosure of


Internal and disclosure controls and procedures
information to auditors
Please refer to pages 68 to 75 for a discussion of Unilever’s principal risk
UK law sets out additional responsibilities for the Directors of PLC factors and to pages 67 to 76 for commentary on the Group’s approach
regarding disclosure of information to auditors. To the best of each to risk management and control.
of the Directors’ knowledge and belief, and having made appropriate
enquiries, all information relevant to enabling the auditors to provide
their opinions on PLC’s consolidated and parent company accounts
has been provided. Each of the Directors has taken all reasonable
steps to ensure their awareness of any relevant audit information
and to establish that Unilever PLC’s auditors are aware of any
such information.

134 Unilever Annual Report and Accounts 2022 | Financial Statements


KPMG LLP’s Independent Auditor’s Report
To the members of Unilever PLC

Our opinion is unmodified

In our opinion:
■ the financial statements of Unilever PLC give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at

31 December 2022, and of the Group’s profit for the year then ended;
■ the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

■ the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards

as applied in accordance with the provisions of the Companies Act 2006; and
■ the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What our opinion covers

We have audited the Group and Parent Company financial statements of Unilever PLC (“the Company”) for the year ended 31 December 2022
(FY22) included in the Annual Report and Accounts, which comprise:
Group (Unilever PLC and its subsidiaries) Parent Company (Unilever PLC)
■ Consolidated income statement; ■ Income statement,
■ Consolidated statement of comprehensive income; ■ Statement of comprehensive income;
■ Consolidated statement of changes in equity; ■ Statement of changes in equity;
■ Consolidated balance sheet,; ■ Balance sheet;
■ Consolidated cash flow statement; and ■ Statement of cash flows; and
■ Notes 1 to 27 to the consolidated financial statements, including the ■ Notes 1 to 16 to the Company Accounts, including the accounting
accounting information and policies in note 1. information and policies on page 209.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion
and matters included in this report are consistent with those discussed and included in our reporting to the Audit Committee (“AC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including
the FRC Ethical Standard as applied to listed public interest entities.

Overview of our Audit


Factors Driving our view Following the conclusion of our FY21 audit, and Key Audit Matters Vs FY21 Item
of risks considering developments affecting the Group
since then, we have updated our risk
Revenue Recognition –
Discounts
↔ 4.1
assessment.
It was a year marked by high commodity and
Indirect tax contingent liabilities
in Brazil
↔ 4.2

other input cost inflation affecting many


countries the Group operates and sells in. Price Investments in subsidiaries
(PLC only)
+ 4.3
increases and the impact on volumes sold,
together with the broader impact on margin
and operating profit were areas considered
during this risk assessment. We continue to
have a focus on revenue recognition and the
recognition of discounts (which is netted
against revenue) as a Key Audit Matter (see
4.1 below).
During these periods of unprecedented
commodity price inflation, the Group also made
changes to its organisational model, with the
Compass organisation change effective on 1
July 2022. In our audit and communications with
the AC we considered if the change impacted
the Group’s financial processes, controls and
reporting. Areas considered included reporting
segments and the restatement of historic
information (see note 2 on page 155), changes
in the management structure and any impact
on financial controls, as well as the
determination of Cash Generating Units (CGUs)
and subsequent impairment testing (see note 9)
on page 171.
We have not observed a change in the risk
associated with the Indirect tax contingent
liabilities in Brazil, as further discussed in
4.2 below.
As the Group disposed of the ekaterra Assets
Held for Sale at the end of FY21 on 1 July 2022, a
profit of €2.3bn was realised. The Assets Held for
Sale has appropriately been derecognised and
we no longer have a Key Audit Matter over the
complexity involved over its recognition.

Unilever Annual Report and Accounts 2022 | Financial Statements 135


Independent Auditor's Report

Overview of our Audit


Audit Committee During the year, the Audit Committee met 8 times. KPMG are invited to attend all Audit Committee meetings and are
Interaction provided with an opportunity to meet with the Audit Committee in private sessions without the Executive Directors
being present. For each Key Audit Matter, we have set out communications with the Audit Committee in section 6,
including matters that required particular judgement for each.
The matters included in the Audit Committee Chair’s report on page 100 are materially consistent with our
observations of those meetings.
Our Independence We have fulfilled our ethical responsibilities and Total audit fee €23m*
remain independent of the Group in
* Total audit fee
accordance with UK ethical requirements, includes 0.4m
including the FRC Ethical Standard as applied to related to non-
listed public interest entities. statutory audit

Apart from the matters noted below, we have Audit related fees €0.2m
not performed any non-audit services during Other services €0.4m
the financial year ended 31 December 2022 or
Non-audit fee as a % of total audit and audit
subsequently which are prohibited by the FRC
related fee % 2%
Ethical Standard.
Date first appointed 14 May 2014
During 2023 we identified that certain KPMG
member firms had provided preparation of Uninterrupted audit tenure 9 years
local GAAP financial statement services and, in Tenure of Group engagement partner 2 years
some cases, foreign language translation of Average tenure of component signing partners 3 years
those financial statements over the period 2015
to 2022 to some group entities. Some of these
entities are and have been in scope for the
Group audit. The services, which have been
terminated, were administrative in nature and
did not involve any management decision-
making or bookkeeping. The work had no direct
or indirect effect on Unilever PLC’s consolidated
financial statements.
In our professional judgment, we confirm that
based on our assessment of the breach, our
integrity and objectivity as auditor has not been
compromised and we believe that an objective,
reasonable and informed third party would
conclude that the provision of these services
would not impair our integrity or objectivity for
any of the impacted financial years. The Audit
Committee have concurred with this view.
Audit tenure
We were first appointed as auditor by the
shareholders for the year ended 31 December
2014. The period of total uninterrupted
engagement is for the 9 financial years ended
31 December 2022.
Following a competitive tender process
undertaken in FY22, the Board of Unilever has
announced its intention to reappoint KPMG as
its external auditor for the financial year end 31
December 2024, subject to shareholder
approval at its 2024 Annual General Meeting.
The Group engagement partner is required to
rotate every 5 years. As these are the second set
of the Group’s financial statements signed by
Jonathan Mills, he will be required to rotate off
after the FY25 audit.
The average tenure of partners responsible
for component audits as set out in section 7
below is 3 years, with the shortest being 1 and
the longest being 7.

136 Unilever Annual Report and Accounts 2022 | Financial Statements


Independent Auditor's Report

Overview of our Audit


Materiality The scope of our work is influenced by our
view of materiality and our assessed risk of
(Item 6 below)
material misstatement.
We have determined overall materiality for
the Group financial statements as a whole
at €380m (FY21: €380m) and for the Parent
Company financial statements at £296m (FY21:
£296m).
Consistent with FY21, we determined that
normalised Group profit before taxation
remains the benchmark for the Group as it
is most appropriate and reflective of the
business, being a profit seeking company.
To reflect the Group’s profit before tax from
continuing operations, we have normalised the
profit before tax benchmark by excluding the
€2.3bn profit from the sale of ekaterra.
As such, we based our Group materiality on
normalised Group profit before taxation of
€7.9bn, of which it represents 4.8% (FY21: 4.4%).
Materiality for the Parent Company financial
statements was determined with reference to a
benchmark of the Company total assets of
which it represents 0.4% (FY21: 0.4%).
Consistent with FY21, we determined that total
assets remains the benchmark for the Parent
Company as it is most appropriate and
reflective of the business, being a holding
company.

Unilever Annual Report and Accounts 2022 | Financial Statements 137


Independent Auditor's Report

Overview of our Audit


Group scope We performed our risk assessment and
planning procedures to determine which of the Coverage of Group financial statements
(Item 7 below)
Group’s components are likely to include risks of
material misstatement to the Group financial
statements, the type of procedures to be
performed at these components and the extent
of involvement required from our component
auditors around the world.
We scoped:
■ Two components (Hindustan Unilever Limited
(India) and Conopco Limited (United States))
as individually financially significant and
subject to full scope audits;
■ 12 further components subject to full scope

audits, but not individually financially


significant;
■ 23 components subject to ‘audit of specific

account balance’ to obtain further audit


coverage.
Certain Group transactions originate in various
countries and are processed in the Group’s
operating centres in China, India, Mexico,
Philippines and Poland. We have established
audit teams to perform centralised testing on
behalf of our component teams in these
locations. We tested the relevant key controls
that operate in these centres. Other procedures
that were performed centrally are set out in
more detail in Section 7 below.
In addition, we performed Group level analysis
on the remaining out-of-scope components
to determine whether risks of material
misstatement existed in those components and
planned audit responses thereto.
We consider the scope of our audit, as agreed
with the Audit Committee, to be an appropriate
basis for our audit opinion.

138 Unilever Annual Report and Accounts 2022 | Financial Statements


Independent Auditor's Report

Overview of our Audit


The impact of climate In planning our audit, we considered the potential impacts of risks arising from climate change on the Group’s
change on our audit business and its financial statements. The Group has set out its targets under its Climate Transition Action Plan
(CTAP) to reduce operational emissions by 100% by 2030; with an interim goal to achieve a 70% reduction by 2025
against a 2015 baseline, to halve the full value chain emissions of its products on a per consumer use basis by 2030
against a 2010 baseline and to achieve net zero emissions covering Scope 1, 2 and 3 emissions by 2039. Detailed
information is provided in the Strategic Report on page 40 and in the CTAP and TCFD sections on pages 42 to 51.
Whilst the Group has set these targets, in note 1 to the Consolidated Financial Statements the Directors have
stated that they have considered the impact of climate change risks and identified goodwill and indefinite-life
intangibles, property, plant and equipment and defined benefit plan assets as balance sheet line items that could
potentially be significantly impacted. They have reviewed these line items in detail and concluded that the impact of
climate related risk is immaterial due to mitigation actions taken against those risks. Therefore, they do not believe
that there is a material impact on the financial reporting judgements and estimates and as a result the valuations of
the Group’s assets and liabilities have not been significantly impacted by these risks as at 31 December 2022.
As a part of our audit we have performed a risk assessment to determine if the potential impacts of climate change
may materially affect the financial statements and our audit. We did this by making inquiries of management
and inspecting internal and external reports in order to independently assess the climate-related risks and their
potential impact. We held discussions with our own climate change professionals to challenge our risk assessment.
The most likely potential impact of climate risk and plans on these financial statements would be on the forward-
looking assessments of long-term assets.
We have considered the sensitivity of the assumptions used in the impairment testing of goodwill and indefinite-
life intangible assets. The outcome of the impairment tests are not considered to be sensitive. As a result of this, and
the relative size of other long-term assets which could be impacted by climate change risks, we determined that
climate related risks did not have a significant impact on our audit and there is no significant impact of these risks on
our Key Audit Matters.
We have also read the Group’s disclosures of climate related information in the Strategic Report and considered
consistency with the financial statements and our audit knowledge.

Going concern, viability and principal risks and uncertainties


The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that this is
realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a
going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

Going concern
We used our knowledge of the Group, its industry, and the general Our conclusions
economic environment to identify the inherent risks to its business model
■ We consider that the directors’ use of the going concern basis
and analysed how those risks might affect the Group’s and Company’s
of accounting in the preparation of the financial statements
financial resources or ability to continue operations over the going
is appropriate.
concern period. The risks that we considered most likely to adversely
■ We have not identified, and concur with the directors’
affect the Group’s and the Company’s available financial resources over
assessment that there is not, a material uncertainty related to
this period were:
events or conditions that, individually or collectively, may cast
■ Commodity inflation and pricing
significant doubt on the Group’s or Parent Company's ability to
■ Landing Pricing and Volume Sensitivity
continue as a going concern for the going concern period.
We also considered realistic second order impacts, such as business ■ We have nothing material to add or draw attention to in relation
transformation and portfolio management failure and the loss of all to the directors’ statement on page 134 to the financial
material litigation cases which could result in a rapid reduction of statements on the use of the going concern basis of accounting
available financial resources. We considered whether these risks could with no material uncertainties that may cast significant doubt
plausibly affect the liquidity in the going concern period by assessing the over the Group and Parent Company’s use of that basis for the
degree of downside assumptions that, individually and collectively, could going concern period, and we found the going concern
result in a liquidity issue, taking into account the Group’s current and disclosure on page 134 to be acceptable; and
projected cash and facilities and the outcome of their reverse stress ■ The related statement under the Listing Rules set out on page
testing. We considered whether the going concern disclosure in note 1 134 is materially consistent with the financial statements and
to the financial statements gives an accurate description of the Directors’ our audit knowledge.
assessment of going concern.
Accordingly, based on those procedures, we found the directors’ use of
the going concern basis of accounting without any material uncertainty for
the Group and Parent Company to be acceptable. However, as we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at
the time they were made, the above conclusions are not a guarantee that
the Group or the Parent Company will continue in operation.

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Independent Auditor's Report

Disclosures of emerging and principal risks and longer-term viability


Our responsibility Our reporting
We are required to perform procedures to identify whether there is a We have nothing material to add or draw attention to in relation
material inconsistency between the directors’ disclosures in respect of to these disclosures.
emerging and principal risks and the viability statement, and the financial
We have concluded that these disclosures are materially consistent
statements and our audit knowledge.
with the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
■ the directors’ confirmation, within the Viability Statement on page 76,

that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten
its business model, future performance, solvency, and liquidity.
■ the Principal Risks disclosures describing these risks and how emerging

risks are identified and explaining how they are being managed and
mitigated; and
■ the directors’ explanation in the Viability Statement of how they have

assessed the prospects of the Group, over what period they have done
so and why they considered that period to be appropriate, and their
statement as to whether they have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as
they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or
assumptions.
We are also required to review the Viability Statement set out on page 76
under the Listing Rules.
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the absence of anything to report on these
statements is not a guarantee as to the Group’s and Parent Company’s
longer-term viability.

Key Audit matters

What we mean
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had
the greatest effect on:
■ the overall audit strategy;

■ the allocation of resources in the audit; and

■ directing the efforts of the engagement team.

We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters
and our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our
audit of the financial statements as a whole. We do not provide a separate opinion on these matters.

140 Unilever Annual Report and Accounts 2022 | Financial Statements


Independent Auditor's Report

4.1 Revenue recognition – discounts (Group)


Financial Statement Elements Our assessment of risk vs FY21 Our results

Our assessment of the risk FY22: Acceptable


FY22 FY21
↔ is similar to FY21 FY21: Acceptable
Off-invoice Rebate Accruals €4,557m €4,004m

Rebates Fraud risk Our response to the risk


Revenue is measured net of rebates, price reductions, incentives given The following are the primary procedures we performed to address this
to customers, promotional couponing and trade communication costs Key Audit Matter in a selected number of markets:
(together referred to as ‘’discounts’’). ■ Risk Assessment: Within the Group’s relevant markets, we performed

risk assessment procedures by using the prior year off-invoice rebate


Certain discounts for goods sold in the year are only finalised when
accrual together with our understanding of current year
the precise amounts are known and revenue therefore includes an
developments to form an expectation of the off-invoice rebate
estimate of variable consideration. The variable consideration
accrual at 31 December 2022. We compared this expectation against
represents the portion of discounts that are not directly deducted
the actual off-invoice rebate accrual, completing further
on the invoice and is complex as a result of diversity in the terms in
corroborative inquiries and obtained underlying documentation as
contractual arrangements with customers. The unsettled portion of
appropriate.
the variable consideration results in discounts due to customers at
■ Controls: We evaluated the design and tested the operating
31 December 2022 (“rebate accrual”).
effectiveness of certain internal controls related to the revenue
Therefore, there is a risk of revenue being misstated as a result of process including controls over the rebate agreements, calculation
incorrect calculation of the variable consideration. of the off-invoice rebate accrual and controls over rebate claims.
■ Test of Detail: Tested a selection of recorded off-invoice rebate
Within revenue recognition we identified the off-invoice rebate accrual accruals after 31 December 2022 and assessed whether the accrual
as a Key Audit Matter, as in a number of markets the off-invoice rebate is recorded in the appropriate period.
accrual is significant and the terms in contractual arrangements with ■ Test of Detail: Tested a selection of payments made after
customers are not uniform. 31 December 2022 and assessed whether the original accrual was
This is considered to be an area which had a significant effect on our recorded in the appropriate period.
overall audit strategy and allocation of resources in planning and ■ Journals: Critically assessed manual journals recorded to revenue

completing our audit as significant effort was required in evaluating to identify unusual or irregular items and obtained underlying
the contractual arrangements and the related off-invoice rebate documentation for those identified as unusual or irregular.
accrual.
There is a risk that revenue may be overstated due to fraud through
manipulation of the off-invoice rebate accrual recognised resulting
from the pressure management may feel to achieve performance
targets.

Communications with Unilever’s Audit Committee


Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of rebates including details of planned substantive procedures and the extent of our control reliance

■ A retrospective review on the prior year-end accruals in markets we considered contains higher risk

■ Our conclusions on the appropriateness of the methodology and value of the off-invoice rebate accrual as at year-end

Areas of particular auditor judgement


We did not identify any areas of particular auditor judgement.
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we considered the rebate accrual disclosures to be acceptable
(FY21: acceptable).

Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered revenue recognition as an area of significant attention, page 155 for the accounting policy on revenue recognition, and note 2, 13 and
14 for the financial disclosures.

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Independent Auditor's Report

4.2 Indirect tax contingent liabilities in Brazil (Group)


Financial Statement Elements Our assessment of risk vs FY21 Our results

FY22 FY21
Our assessment of the risk FY22: Acceptable
Contingent Liabilities
disclosed (regarding
↔ is similar to FY21 FY21: Acceptable
to a 2001 corporate
reorganisation) €3,292m €2,549m

Taxation dispute outcome Our response to the risk


In Brazil, there is a high degree of complexity involved in the local The following are the primary procedures we performed to address this
indirect tax regimes (both state and federal) and jurisprudence, key audit matter:
related to certain corporate reorganisations. Due to these complexities, ■ Controls: We evaluated the design and tested the operating
there is a high degree of judgement applied by the Group with respect effectiveness of certain internal controls related to the indirect tax
to the uncertainty of the outcome of this matter. Complex auditor’s process including controls around the assessment of the outcome
judgement and specialised skills were also required in assessing the of investigations if a liability exists and the quantification of the
outcome of investigations by the authorities, if a liability exists and in potential economic outflow.
making an estimate of any economic outflows. ■ Our Tax Expertise: We involved local indirect tax professionals with

specialised skills and knowledge who assisted in:


■ assessing the appropriateness of the classification as contingent

liabilities compared to the nature of the exposures, applicable


regulations and related correspondence with the tax authorities;
and
■ assessing the impact of historical and recent judgements passed

by the court authorities in considering any legal precedent or case


law by inquiring of the Group’s external lawyers and inspection of
relevant information, on the likelihood of an outflow of economic
resources.
■ Enquiry of Lawyers: We inspected legal opinions from third party

lawyers and obtained formal confirmations from the Group’s


external lawyers and, where relevant, compared to the underlying
exposure.
■ Assessing Transparency: We assessed the adequacy of the Group’s

disclosures in respect of indirect tax contingent liabilities in Brazil.

Communications with Unilever’s Audit Committee


Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of the indirect tax contingent liabilities in Brazil including details of planned substantive procedures and the extent

of our control reliance


■ Our conclusions on the appropriateness of the in-year movements in the related balances

■ The adequacy of the disclosure of the contingent liabilities disclosed

Areas of particular auditor judgement


We identified the following as the areas of particular auditor judgement:
■ The assessment of the outcome of investigations by the authorities, if a liability exists and in making an estimate of any economic outflows.

Our results
The results of our testing were satisfactory (FY21: satisfactory) and we considered the Brazilian indirect tax contingent liability disclosures to be
acceptable (FY21: acceptable).

Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 100 for details on how the Audit Committee
considered indirect tax provisions and contingent liabilities as an area of significant attention, pages 196 and 197 for the accounting policy on
provisions and contingent liabilities respectively, and note 19 and 20 for the financial disclosures.

142 Unilever Annual Report and Accounts 2022 | Financial Statements


Independent Auditor's Report

4.3 Investments in subsidiaries (Parent company only)


Financial Statement Elements Our assessment of risk vs FY21 Our results
In FY21, the accounting for
the swap transaction of
FY22 FY21 intellectual property rights
was reported as a Key
Audit Matter. As this FY22: Acceptable
+ transaction concluded in
FY21: Acceptable
FY21, in FY22, the area of
most significance to our
audit of the parent
company is investments in
Investments in subsidiaries £76,107m £76,057m subsidiaries.

Recoverability of parent company’s investments in subsidiaries Our response to the risk


Low Risk, high value We performed the tests below rather than seeking to rely on any of the
Company’s controls because the nature of the balance is such that we
The carrying amount of the investments in subsidiaries held at cost
would expect to obtain audit evidence primarily through the detailed
less impairment represent 98% (2021: 98%) of Unilever PLC total
procedures described.
Company assets.
The following are the primary procedures we performed to address this
We do not consider the carrying amounts of these investments to be at
Key Audit Matter:
a high risk of significant misstatement, or to be subject to a significant
■ Assessing application: We assessed the conclusions reached in the
level of judgement. However, due to their materiality in the context of
Group impairment workings to the recoverability of Unilever PLC’s
the PLC Company Accounts, this is considered to be an area which
investments in subsidiaries. We assessed whether the conclusions
had significant effect on our overall audit strategy and allocation
reached gave rise to any indications of impairment which would be
of resources in planning and completing our audit of Unilever PLC.
appropriate in assessing the recoverability of parent company’s
investment in subsidiaries.
■ Our sector experience: We evaluated the current level of trading,

including identifying any indications of a downturn in activity


considering our knowledge of the Group and the industry.
■ Benchmarking assumptions: We challenged key assumptions used

in the impairment analyses of the Group’s Cash Generating Units


by benchmarking assumptions such as discount rates and growth
rates to external data points, using our own valuation specialist,
and  performing sensitivity analysis.
■ Assessing Transparency: We assessed the disclosures of Unilever PLC

in respect of the investment in subsidiaries.

Communications with Unilever’s Audit Committee


Our discussions with and reporting to the Audit Committee included:
■ Our approach to the audit of the recoverability of the parent company’s investments in subsidiaries, including the planned substantive

procedures and extent of our control reliance.


■ An assessment of indicators of impairment from the conclusion reached in the group impairment workings or company specific adjustments.

■ Our assessment of the adequacy of disclosures in respect to investments in subsidiaries.

Areas of particular auditor judgement


■ The assessment of the assumptions used in determining the recoverable value of the CGU to which the investments belong, and assessing
whether an impairment exists.
Our results
The results of our testing were satisfactory (FY21: satisfactory) and we found the carrying amount of the Unilever PLC investments in subsidiaries
with no impairments to be acceptable (FY21: acceptable).

Further information in the Annual Report and Accounts: See page 209 for the accounting policy on Investments in subsidiaries, and note 5 to the
Company Accounts for the financial disclosures.
We have performed procedures over the profit on disposal of the ekaterra Tea Business in FY22. However, since ekaterra was classified as Assets
Held for Sale in the FY21 accounts, in the current year audit no additional auditor effort was required, therefore it is not separately identified in
our report this year. Similarly, the accounting for the one-off IP swap transaction in FY21 is no longer separately identified in our report this year
for FY22.

Unilever Annual Report and Accounts 2022 | Financial Statements 143


Independent Auditor's Report

Our ability to detect irregularities, and our response


Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
■ Enquiring of directors, the Audit Committee, internal audit and inspection of policy documentation as to the

Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected
or alleged fraud.
■ Reading Board and Audit Committee minutes

■ Considering remuneration incentive schemes and performance targets for directors.

■ Using analytical procedures to identify any unusual or unexpected relationships.

■ Using our own forensic professionals with specialised skills and knowledge to assist us in identifying the fraud

risks based on discussions of the circumstances of the Group.


Risk communications We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud
throughout the audit. This included communication from the group to in-scope component audit teams of relevant
fraud risks identified at the Group level and request to in-scope component audit teams to report to the Group
audit team any instances of fraud that could give rise to a material misstatement at group.
Fraud risks As required by auditing standards, and taking into account possible pressures to meet performance targets, we
performed procedures to address the risk of management override of controls, in particular the risk that Group
management may be in a position to make inappropriate accounting entries and the risk of bias in accounting
estimates and judgements.
As part of this audit, we also assessed there to be a fraud risk in relation to revenue recognition – discounts. This is
included as a Key Audit Matter as per section 4.1.
Link to KAMs Further detail in respect of fraud risks identified over the risk that revenue may be overstated due to fraud through
manipulation of the off-invoice rebate accrual is contained within the Key Audit Matter disclosures in section 4.1 of
this report.
Procedures to address In determining the audit procedures, we took into account the results of our evaluation and testing of the operating
fraud risks effectiveness of the Group-wide fraud risk management controls. For further details in respect to the Group-wide
risk management controls refer to the report of the Audit Committee on page 100.
We also performed procedures including:
■ Identifying manual journal entries to test for all in-scope components based on risk criteria, such as
management postings and timing being after the closure of the sales ledger, and comparing the identified
entries to supporting documentation.
■ Evaluating the business purpose of significant unusual transactions.

■ Assessing significant accounting estimates for bias.

Laws and regulations – identifing and responding to risks of material misstatement relating to
compliance with laws and regulations
Laws and regulations risk We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
assessment financial statements from our general commercial and sector experience, through discussion with the Directors and
other management (as required by auditing standards) and from inspection of the Group’s regulatory and legal
correspondence. We discussed with the Directors and other management the policies and procedures regarding
compliance with laws and regulations and we made use of our own forensic professionals with specialised skills
and knowledge to assist us in evaluating the facts and circumstances.
Risk communications We communicated identified laws and regulations throughout our team and remained alert to any indications
of non-compliance throughout the audit. This included communication from the group to in-scope component
audit teams of relevant laws and regulations identified at the Group level, and a request for in-scope component
auditors to report to the group team any instances of non-compliance with laws and regulations that could give
rise to a material misstatement at the Group level.
Direct laws context and The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the
link to Audit Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation (including related companies’ legislation), distributable profits legislation and taxation legislation. We
assessed the extent of compliance with these laws and regulations as part of our procedures on the related
financial statement items.
Most significant indirect Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance
law/regulation areas could have a material effect on amounts or disclosures in the financial statements, for instance through the
imposition of fines or litigation. We identified the following areas as those most likely to have such an effect:
■ Competition legislation (reflecting the Group’s involvement in a number of ongoing investigations by national

competition authorities)
■ Employment legislation (reflecting the Group’s significant and geographically diverse work force)

■ Health and safety regulation (reflecting the nature of the Group’s production and distribution processes)

■ Consumer product law such as product safety and product claims (reflecting the nature of the Group’s diverse

product base)
■ Contract legislation (reflecting the Group’s extensive use of trademarks, copyright and patents)

■ Data privacy (requirements from existing data privacy laws)

■ Environmental regulation (reflecting nature of the Group’s production and distribution processes)

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations
to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any.
Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.

Link to KAMs Laws and Regulations are linked to the Brazil Indirect Tax Key Audit Matter identified in section 4.2 of the Auditors
Report on page 141. Tax legislation is noted as a law that directly affects the financial statements.
Indirect tax contingent liabilities in Brazil are disclosed in on note 20 to the Group financial statements on page 197.

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Independent Auditor's Report

Context
Context of the ability of Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
the Audit to detect fraud material misstatements in the financial statements, even though we have properly planned and performed our
or breaches of law or audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
regulation regulations is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it. In addition, as with any audit, there
remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.

Our determination of materiality


The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations
to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements,
both individually and in the aggregate, on the financial statements as a whole.

€380m What we mean


A quantitative reference for the purpose of planning and performing our audit.
(FY21: €380m)
Basis for determining materiality and judgements applied
Materiality for the
Group Financial Materiality for the Group financial statements as a whole was set at €380m (FY21: €380m). This was determined with
Statements as a whole reference to a benchmark of normalised Group profit before taxation.
Consistent with FY21, we determined that normalised Group profit before taxation remains the main benchmark for
the Group. We consider profit before tax, excluding certain identified items, is a key indicator of performance, the
basis for earnings, and therefore the primary focus of a reasonable investor. We have inspected analyst consensus
data and other investor commentary for signals of alternate significant influencers of economic decisions. No
revisions to our calculation methodology resulted therefrom.
To reflect the Group’s profit before tax from continuing operations, we have normalised the profit before tax
benchmark by excluding the one-off profit from the sale of the Group’s tea business (ekaterra).
Our Group materiality of €380m was determined by applying a percentage to the adjusted Group profit before
taxation. When using a benchmark of Group profit before taxation to determine overall materiality, KPMG’s
approach for public interest entities considers a guideline range of up to 5% of the measure. In setting overall Group
materiality, we applied a percentage of 4.8% (FY21: 4.4%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £296m (FY21: £296m), determined
with reference to a benchmark of the Company net assets, of which it represents 0.4% (FY21: 0.4%).

€285m What we mean


Our procedures on individual account balances and disclosures were performed to a lower threshold, performance
(FY21: €285m) materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual
Performance materiality account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY21: 75%) of materiality for Unilever Group financial
statements as a whole to be appropriate.
The Parent Company performance materiality was set at £222m (FY21: £222m), which equates to 75% (FY21: 75%)
of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any
factors indicating an elevated level of risk.

€20m What we mean


This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative
(FY21: €20m) point of view. We may become aware of misstatements below this threshold which could alter the nature, timing,
Audit misstatement and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
posting threshold
This is also the amount above which all misstatements identified are communicated to Unilever’s Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5.26% (FY21: 5.26%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The Parent Company audit misstatement posting threshold was set at £14m (FY21: £14m), which equates to 5%
(FY21: 5%) of materiality for the Parent Company financial statements as a whole.
The overall materiality for the Group financial statements of €380m (FY21: €380m) compares as follows to the main financial statement caption
amounts:

Group profit before tax


Total Group Revenue (normalised) Total Group Assets

FY22 FY21 FY22 FY21 FY22 FY21


Financial statement
Caption €60,073m €52,444m €8,034m €7,603m € 77,821m €75,095m
Group Materiality as %
of caption 0.63% 0.65% 4.73% 4.47% 0.49% 0.45%

Unilever Annual Report and Accounts 2022 | Financial Statements 145


Independent Auditor's Report

The scope of our Audit


Group scope What we mean
How we determined the procedures to be performed across the Group.
The Group operates through a significant number of legal entities and these form reporting components (FY22: 657,
FY21: 641) that are primarily country based. In order to determine the work performed at the reporting component
level, we identified those components which we considered to be of individual financial significance, those which
were significant due to risk and those remaining components on which we required procedures to be performed to
provide us with the evidence we required in order to conclude on the group financial statements as a whole.
We determined individually financially significant components as those contributing at least 10% (FY21: 10%) of
revenue. We selected revenue because these are the most representative of the relative size of the components.
We performed full scope audits on individually financially significant components, which contributed 26% (FY21:
25%) of total Group revenue.
The Group audit team considered the impact of the Compass organisation change and concluded that it did not
change the reporting structure of components. The Group audit team have met with Business Group management
on a regular basis to make inquiries as to how the organisation change impacted the business and to consider if
top-down risks exist.
To provide sufficient coverage over the Group’s Key Audit Matters, we performed audits of 14 components (FY21: 15),
which are included within ‘Full scope audit’ below, as well as audit of one or more account balances, including
revenue and the related accounts receivables, at a further 23 components (FY21: 22), which are included within
‘Audit of one or more account balances’ below. The latter were not individually financially significant enough to
require an audit for group reporting purposes but were included in the scope of our group reporting work in order
to provide additional coverage.

Range of Total profits and


Number of materiality loses that made Group total
Scope components applied Group revenue up Group PBT assets
Full scope audit €6m – €348m
14 (15) 53% (54%) 54% (47%) 70% (72%)
(€5m – €344m)
Audit of one or
€4m – €150m
more account 23 (22) 23% (23%) 17% (22%) 10% (11%)
(€4m – €150m)
balances
Total 37 (37) 76% (77%) 71% (69%) 80% (83%)
The Group operates centralised operating centres that are relevant to our audit in China, India, Mexico, Philippines
and Poland. These centres perform accounting and reporting activities alongside related controls. Together, these
centres process a substantial portion of the Group’s transactions. The outputs from the centralised operating
centres are included in the financial information of the reporting components they service and therefore they are
not separate reporting components. Each of the operating centres is subject to specified audit procedures. Further
audit procedures are performed at each reporting component to cover matters not covered at the centralised
operating centres and together this results in audits for group reporting purposes on those reporting components.
We have also performed audit procedures centrally across the Group, in the following areas:
■ Consolidation of the financial information;

■ Testing of IT systems and configurations;

■ Journal entry analysis;

■ Using technology to perform a 4-way sales match over invoices (3-way invoice to order and delivery document,

plus on-invoice rebate deductions) to verify the accuracy and timeliness of revenue recorded;
■ For some components, using technology to perform a line-by-line analysis of the unwind of prior year rebate

accruals to retrospectively test accuracy and identify risks for some countries;
■ Indefinite life intangibles (trademarks) and goodwill impairment testing;

■ Items excluded from normalised Group PBTCO;

■ Certain uncertain tax positions;

■ Actuarial assumptions to determine the Group’s Defined Benefit Obligations;

■ Climate considerations and impact on the financial statements.

In addition, we have performed Group level analysis on the remaining components to determine whether further
risks of material misstatement exist in those components.
None of the out-of-scope entities individually represented more than 2% total Group revenue or total Group assets,
or more than 5% of total profits and losses making up Group profit before taxation.
Approach on controls
For the audit of the Group financial statements, we were able to rely upon the Group’s internal controls over
financial reporting in several areas of our audit, where our controls testing supported this approach, which enabled
us to reduce the scope of our substantive audit work.
For the audit of the Unilever PLC company financial statements, the scope of the audit work performed was mainly
substantive due to its profile of being a holding company.

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Independent Auditor's Report

Group Audit team What we mean


oversight
The extent of the Group audit team’s involvement in component audits.
As part of determining the scope and preparing our audit plan and strategy, the Group audit team held various
meetings with our component auditors across the world to discuss key audit risks and obtain input from component
teams.
Instructions
The Group audit team instructed component auditors as to the significant areas to be covered, including the
relevant risks detailed above and the information to be reported back.
The Group audit team allocated components materialities and approved the statutory materiality when
components used it for reporting purposes, having regard to the mix of size and risk profile of the components.
Virtual meetings and calls
The Group audit team held regular virtual meetings with the component auditors in key locations and majority of
the other locations in scope for group reporting. These meetings were held to understand the business, any updates
to the risk assessment and any issues and findings. The findings reported to the Group audit team were discussed in
more detail with component auditors and any further work required by the Group audit team was then performed
by the component auditors.
Global conferences
The Group team hosted two virtual conferences in June and December 2022 and one three-day physical conference
in London. These conferences emphasised key areas of the group audit instructions and allowed for the sharing of
risk assessment considerations and group updates, and allowed the group team to enhance our understanding of
the component audits and two-way communication.
■ In June, the conference covered key group developments, the origins of risk and the deployment of data and
analytic tools.
■ In September, the in-person conference enhanced collaboration and the sharing of our understanding of group
developments, notably the Compass organisation change. Speakers included consumer market, ESG, Dynamic
Risk Assessment and Behavioural Finance professionals.
■ In December, the Group audit team held a virtual conference to provide a further update on risk assessment, the
Group’s year-to-date results and considerations of climate risk in our audit.
Site visits
The Group audit team visited the following component teams during the year:
■ Operating Centres: India, Mexico, Philippines
■ Other component auditors: Brazil, France, India, Indonesia, Mexico, Philippines, Singapore, South Africa, United

Arab Emirates, United Kingdom, and conducted a virtual site visit to Canada, China and the United States.
Review of work papers
The Group audit team also inspected selections of the component team’s key work papers related to significant
risks and assessed the appropriateness of conclusions and consistencies between reported findings and work
performed.
We deem our oversight of component auditors was appropriate.

Unilever Annual Report and Accounts 2022 | Financial Statements 147


Independent Auditor's Report

Other information in the Annual Report


The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the
financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.

All other information


Our responsibility Our reporting
Our responsibility is to read the other information and, in doing so, consider whether, based on our Based solely on that work we have not
financial statements audit work, the information therein is materially misstated or inconsistent with identified material misstatements or
the financial statements or our audit knowledge. inconsistencies in the other information.

Strategic report and Directors' report


Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
■ we have not identified material misstatements in the strategic report and the directors’ report;

■ in our opinion the information given in those reports for the financial year is consistent with the

financial statements; and


■ in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors' Remuneration report


Our responsibility Our reporting
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to In our opinion the part of the Directors’
be audited has been properly prepared in accordance with the Companies Act 2006. Remuneration Report to be audited has
been properly prepared in accordance
with the Companies Act 2006.

Corporate Governance Disclosures


Our responsibility Our reporting
We are required to perform procedures to identify whether there is a material inconsistency between Based on those procedures, we have
the financial statements and our audit knowledge, and: concluded that each of these disclosures
■ the directors’ statement that they consider that the annual report and financial statements taken is materially consistent with the financial
as a whole is fair, balanced and understandable, and provides the information necessary for statements and our audit knowledge.
shareholders to assess the Group’s position and performance, business model and strategy;
■ the section of the annual report describing the work of the Audit Committee, including the

significant issues that the Audit Committee considered in relation to the financial statements,
and how these issues were addressed; and
■ the section of the annual report that describes the review of the effectiveness of the Group’s risk

management and internal control systems.

We are also required to review the part of the Corporate Governance Statement relating to the We have nothing to report in this respect.
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.

Other matters on which we are required to report by exception


Our responsibility Our reporting
Under the Companies Act 2006, we are required to report to you if, in our opinion: We have nothing to report in these
■ adequate accounting records have not been kept by the Parent Company, or returns adequate respects.
for our audit have not been received from branches not visited by us; or
■ the Parent Company financial statements and the part of the Directors’ Remuneration Report

to be audited are not in agreement with the accounting records and returns; or
■ certain disclosures of directors’ remuneration specified by law are not made; or

■ we have not received all the information and explanations we require for our audit.

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Independent Auditor's Report

Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 134, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view. They are also responsible for: such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in
accordance with that format.

The purpose of our Audit work and to whom we own our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and
the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Mills (Senior Statutory Auditor)


for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
1 March 2023

Unilever Annual Report and Accounts 2022 | Financial Statements 149


Consolidated Financial Statements
Unilever Group
Consolidated income statement
for the year ended 31 December

€ million € million € million


Notes 2022 2021 2020

Turnover 2 60,073 52,444 50,724


Operating profit 2 10,755 8,702 8,303
Which includes gain on disposal of ekaterra 21 2,303 – –
Net finance costs 5 (493) (354) (505)
Pensions and similar obligations 44 (10) (9)
Finance income 281 147 232
Finance costs (818) (491) (728)
Net monetary gain/(loss) arising from hyperinflationary economies 1,3 (157) (74) 20
Share of net profit/(loss) of joint ventures and associates 11 208 191 175
Other income/(loss) from non-current investments and associates 24 91 3
Profit before taxation 10,337 8,556 7,996
Taxation 6A (2,068) (1,935) (1,923)
Net profit 8,269 6,621 6,073
Attributable to:
Non-controlling interests 627 572 492
Shareholders’ equity 7,642 6,049 5,581
Combined earnings per share 7
Basic earnings per share (€) 3.00 2.33 2.13
Diluted earnings per share (€) 2.99 2.32 2.12

Consolidated statement of comprehensive income


for the year ended 31 December

€ million € million € million


Notes 2022 2021 2020
Net profit 8,269 6,621 6,073
Other comprehensive income 6C
Items that will not be reclassified to profit or loss, net of tax:
Gains/(losses) on equity instruments measured at fair value through other
comprehensive income 36 166 78
Remeasurement of defined benefit pension plans 15B (473) 1,734 215
Items that may be reclassified subsequently to profit or loss, net of tax:
Gains/(losses) on cash flow hedges (91) 279 60
Currency retranslation gains/(losses) 15B 614 1,177 (2,590)
Total comprehensive income 8,355 9,977 3,836
Attributable to:
Non-controlling interests 507 749 286
Shareholders’ equity 7,848 9,228 3,550
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated
balance sheet and consolidated cash flow statement relate to notes on pages 154 to 205 which form an integral part of the consolidated financial statements.

150 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

Consolidated statement of changes in equity


for the year ended 31 December

€ million Called Share Non-


up share premium Unification Other Retained controlling Total
Consolidated statement of changes in equity capital account reserve reserves profit Total interests equity
31 December 2019 420 134 – (5,574) 18,212 13,192 694 13,886
Profit or loss for the period – – – – 5,581 5,581 492 6,073
Other comprehensive income, net of tax:
Equity instruments gains/(losses) – – – 68 – 68 10 78
Cash flow hedges gains/(losses) – – – 62 – 62 (2) 60
Remeasurements of defined benefit pension plans – – – – 217 217 (2) 215
Currency retranslation gains/(losses) – – – (2,356) (22) (2,378) (212) (2,590)
Total comprehensive income – – – (2,226) 5,776 3,550 286 3,836
Dividends on ordinary capital – – – – (4,300) (4,300) – (4,300)
(a)
Issue of PLC ordinary shares as part of Unification 51 – – – (51) – – –
(a)
Cancellation of NV ordinary shares as part of Unification (233) (20) – – 253 – – –
(b)
Other effects of Unification (146) 73,364 (73,364) 132 14 – – –
(c)
Movements in treasury shares – – – 220 (158) 62 – 62
(d)
Share-based payment credit – – – – 108 108 – 108
Dividends paid to non-controlling interests – – – – – – (559) (559)
Currency retranslation gains/(losses) net of tax – (6) – – – (6) – (6)
Hedging gain/(loss) transferred to non-financial assets – – – 10 – 10 2 12
(e)
Net gain arising from Horlicks acquisition – – – – 2,930 2,930 1,918 4,848
Other movements in equity
(f)
– – – (44) (236) (280) 48 (232)
31 December 2020 92 73,472 (73,364) (7,482) 22,548 15,266 2,389 17,655
Profit or loss for the period – – – – 6,049 6,049 572 6,621
Other comprehensive income, net of tax:
Equity instruments gains/(losses) – – – 147 – 147 19 166
Cash flow hedges gains/(losses) – – – 276 – 276 3 279
Remeasurements of defined benefit pension plans – – – – 1,728 1,728 6 1,734
Currency retranslation gains/(losses) – – – 1,025 3 1,028 149 1,177
Total comprehensive income – – – 1,448 7,780 9,228 749 9,977
Dividends on ordinary capital – – – – (4,458) (4,458) – (4,458)
(g)
Share capital reduction – (20,626) – – 20,626 – – –
(h)
Repurchase of shares – – – (3,018) – (3,018) – (3,018)
(c)
Movements in treasury shares – – – 95 (143) (48) – (48)
(d)
Share-based payment credit – – – – 161 161 – 161
Dividends paid to non-controlling interests – – – – – – (503) (503)
Hedging gain/(loss) transferred to non-financial assets – – – (171) – (171) (3) (174)
Other movements in equity
(f)
– (2) – (82) 231 147 7 154
31 December 2021 92 52,844 (73,364) (9,210) 46,745 17,107 2,639 19,746
Hyperinflation restatement to 1 January 2022 (see note 1) – – – – 154 154 – 154
Adjusted opening balance 92 52,844 (73,364) (9,210) 46,899 17,261 2,639 19,900
Profit or loss for the period – – – – 7,642 7,642 627 8,269
Other comprehensive income, net of tax:
Equity instruments gains/(losses) – – – 45 – 45 (9) 36
Cash flow hedges gains/(losses) – – – (92) – (92) 1 (91)
Remeasurements of defined benefit pension plans – – – – (474) (474) 1 (473)
Currency retranslation gains/(losses)
(i)
– – – 240 487 727 (113) 614
Total comprehensive income – – – 193 7,655 7,848 507 8,355
Dividends on ordinary capital – – – – (4,356) (4,356) – (4,356)
(h)
Repurchase of shares – – – (1,509) – (1,509) – (1,509)
(c)
Movements in treasury shares – – – 106 (137) (31) – (31)
(d)
Share-based payment credit – – – – 177 177 – 177
Dividends paid to non-controlling interests – – – – – – (572) (572)
Hedging gain/(loss) transferred to non-financial assets – – – (126) – (126) (1) (127)
(j)
Other movements in equity – – – (258) 15 (243) 107 (136)
31 December 2022 92 52,844 (73,364) (10,804) 50,253 19,021 2,680 21,701
(a) As part of Unification (see note 1 for further details), the shareholders of NV were issued new PLC ordinary shares, and all NV shares in issue were cancelled. The net
impact is recognised in retained profit.
(b) Includes the reduction of PLC’s share capital following the cessation of the Equalisation Agreement. Prior to Unification, a conversion rate of £1 = €5.143 was used in
accordance with the Equalisation Agreement to translate PLC’s share capital. Following Unification, PLC’s share capital has been translated using the exchange rate at
the date of Unification. To reflect the legal share capital of the PLC company, an increase to share premium of €73,364 million and a debit unification reserve for the
same amount have been recorded as there is no change in the net assets of the Group. This debit is not a loss as a matter of law.
(c) Includes purchases and sales of treasury shares, and transfer from treasury shares to retained profit of share-settled schemes arising from prior years and differences
between purchase and grant price of share options.
(d) The share-based payment credit relates to the non-cash charge recorded against operating profit in respect of the fair value of share options and awards granted to
employees.
(e) Consideration for the Main Horlicks Acquisition included the issuance of shares in a group subsidiary, Hindustan Unilever Limited, which resulted in a net gain being
recognised within equity. See note 8 for further details.
(f) 2021 includes a hyperinflation adjustment of €280 million and €82 million related to the Welly acquisition. 2020 includes €163 million paid for purchase of the non-
controlling interest in Unilever Malaysia.
(g) Share premium has been adjusted to reflect the legal share capital of the PLC company, which reduced by £18,400 million following court approval on 15 June 2021.
(h) Repurchase of shares reflects the cost of acquiring ordinary shares as part of the share buyback programme announced on 29 April 2021 and 10 February 2022.
(i) Includes a hyperinflation adjustment of €514 million in relation to Argentina and Turkey.
(j) Includes the following items related to the acquisition of Nutrafol: €(269) million non-controlling interest purchase option in other reserves and €99 million non-
controlling interest recognised on acquisition.

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Consolidated Financial Statements Unilever Group

Consolidated balance sheet


for the year ended 31 December

€ million € million
Notes 2022 2021
Assets
Non-current assets
Goodwill 9 21,609 20,330
Intangible assets 9 18,880 18,261
Property, plant and equipment 10 10,770 10,347
Pension asset for funded schemes in surplus 4B 4,260 5,119
Deferred tax assets 6B 1,049 1,465
Financial assets 17A 1,154 1,198
Other non-current assets 11 942 974
58,664 57,694
Current assets
Inventories 12 5,931 4,683
Trade and other current receivables 13 7,056 5,422
Current tax assets 381 324
Cash and cash equivalents 17A 4,326 3,415
Other financial assets 17A 1,435 1,156
Assets held for sale 22 28 2,401
19,157 17,401
Total assets 77,821 75,095
Liabilities
Current liabilities
Financial liabilities 15C 5,775 7,252
Trade payables and other current liabilities 14 18,023 14,861
Current tax liabilities 877 1,365
Provisions 19 748 480
Liabilities held for sale 22 4 820
25,427 24,778
Non-current liabilities
Financial liabilities 15C 23,713 22,881
Non-current tax liabilities 94 148
Pensions and post-retirement healthcare liabilities:
Funded schemes in deficit 4B 613 831
Unfunded schemes 4B 1,078 1,295
Provisions 19 550 611
Deferred tax liabilities 6B 4,375 4,530
Other non-current liabilities 14 270 275
30,693 30,571
Total liabilities 56,120 55,349

Equity
Shareholders’ equity 19,021 17,107
Non-controlling interests 2,680 2,639
Total equity 21,701 19,746
Total liabilities and equity 77,821 75,095
Note references in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated
balance sheet and consolidated cash flow statement relate to notes on pages 154 to 205, which form an integral part of the consolidated financial statements.

These financial statements have been approved by the Directors.

The Board of Directors


1 March 2023

152 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

Consolidated cash flow statement


for the year ended 31 December

€ million € million € million


Notes 2022 2021 2020
Net profit 8,269 6,621 6,073
Taxation 2,068 1,935 1,923
Share of net profit of joint ventures/associates and other income/(loss) from
non-current investments (232) (282) (178)
Net monetary (gain)/loss arising from hyperinflationary economies 157 74 (20)
Net finance costs 5 493 354 505
Operating profit 10,755 8,702 8,303
Depreciation, amortisation and impairment 1,946 1,763 2,018
Changes in working capital: (422) (47) 680
Inventories (1,398) (458) (587)
Trade and other receivables (1,852) (307) 1,125
Trade payables and other liabilities 2,828 718 142
Pensions and similar obligations less payments (119) (183) (182)
Provisions less payments 203 (61) (53)
Elimination of (profits)/losses on disposals (2,335) 23 60
Non-cash charge for share-based compensation 177 161 108
Other adjustments (116) (53) (1)
Cash flow from operating activities 10,089 10,305 10,933
Income tax paid (2,807) (2,333) (1,875)
Net cash flow from operating activities 7,282 7,972 9,058
Interest received 287 148 169
Purchase of intangible assets (253) (232) (158)
Purchase of property, plant and equipment (1,456) (1,108) (863)
Disposal of property, plant and equipment 82 101 89
Acquisition of businesses and investments in joint ventures and associates (979) (2,131) (1,426)
Disposal of businesses, joint ventures and associates 4,622 43 39
Acquisition of other non-current investments (170) (142) (128)
Disposal of other non-current investments 266 137 51
Dividends from joint ventures, associates and other non-current investments 185 185 188
(Purchase)/sale of financial assets (131) (247) 558
Net cash flow (used in)/from investing activities 2,453 (3,246) (1,481)
Dividends paid on ordinary share capital (4,329) (4,483) (4,279)
Interest paid (744) (488) (624)
Net change in short-term borrowings (545) 656 722
Additional financial liabilities 7,776 4,748 3,117
Repayment of financial liabilities (8,440) (3,550) (3,577)
Capital element of lease rental payments (518) (464) (443)
Repurchase of shares 24 (1,509) (3,018) –
Other financing activities (581) (500) (720)
Net cash flow (used in)/from financing activities (8,890) (7,099) (5,804)
Net increase/(decrease) in cash and cash equivalents 845 (2,373) 1,773
Cash and cash equivalents at the beginning of the year 3,387 5,475 4,116
Effect of foreign exchange rate changes (7) 285 (414)
Cash and cash equivalents at the end of the year 17A 4,225 3,387 5,475
(a) Other financing activities include cash paid for the purchase of non-controlling interests and dividends paid to minority interests.

The cash flows of pension funds (other than contributions and other direct payments made by the Group in respect of pensions and similar
obligations) are not included in the Group cash flow statement.

Unilever Annual Report and Accounts 2022 | Financial Statements 153


Consolidated Financial Statements Unilever Group

1. Accounting information and companies in hyperinflationary economies (see below), the income
statement, the cash flow statement and all other movements in assets

policies and liabilities are translated at average rates of exchange as a proxy


for the transaction rate, or at the transaction rate itself if more
appropriate. Assets and liabilities are translated at year-end
exchange rates.
Basis of consolidation
The financial statements of group companies whose functional currency
Group companies included in the consolidated financial statements for is the currency of a hyperinflationary economy are adjusted for inflation
2022 are PLC and all subsidiary undertakings, which are those entities and then translated into euros using the balance sheet exchange rate.
controlled by PLC. Control exists when the Group has the power to direct Amounts shown for prior years for comparative purposes are not
the activities of an entity so as to affect the return on investment. modified. To determine the existence of hyperinflation, the Group
assesses the qualitative and quantitative characteristics of the
The net assets and results of acquired businesses are included in the economic environment of the country, such as the cumulative inflation
consolidated financial statements from their respective dates of rate over the previous three years.
acquisition, being the date on which the Group obtains control.
The ordinary share capital of PLC is translated to euro using the
The results of disposed businesses are included in the consolidated historical rate at the date the shares were issued (see note 15B on
financial statements up to their date of disposal, being the date page 182).
control ceases.
The effect of exchange rate changes during the year on net assets of
Intra-group transactions and balances are eliminated. foreign operations is recorded in equity. For this purpose, net assets
include loans between group companies and any related foreign
On 29 November 2020, the Unilever Group underwent a reorganisation
exchange contracts where settlement is neither planned nor likely
so that there were no longer two parent companies, Unilever N.V.
to occur in the foreseeable future.
('NV') and Unilever PLC ('PLC'), but one parent company PLC. This
reorganisation is referred to as 'Unification' in the Group consolidated The Group applies hedge accounting to certain exchange differences
financial statements. arising between the functional currencies of a foreign operation and
the functional currency of the parent entity, regardless of whether the
Prior to 29 November 2020, the Group operated with two parent
net investment is held directly or through an intermediate parent.
companies, NV and PLC, who together with the group companies
Differences arising on retranslation of a financial liability designated as
operated as a single economic entity.
a foreign currency net investment hedge are recorded in equity to the
extent that the hedge is effective. These differences are reported within
Company legislation and accounting standards profit or loss to the extent that the hedge is ineffective.

The consolidated financial statements have been prepared in Cumulative exchange differences arising since the date of transition to
accordance with international financial reporting standards (IFRS) IFRS of 1 January 2004 are reported as a separate component of other
as issued by the International Accounting Standards Board (IASB), reserves. In the event of disposal or part disposal of an interest in a
and UK-adopted international accounting standards. The consolidated group company either through sale or as a result of a repayment of
financial statements comply with The Companies Act 2006. capital, the cumulative exchange difference is recognised in the income
statement as part of the profit or loss on disposal of group companies.
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
Compass Organisation
Going concern On 1 July 2022, Unilever implemented a new, more category-focused
operating model organised around five Business Groups. The company
These financial statements have been prepared on a going replaced its previous matrix structure with distinct Business Groups:
concern basis. The Group has considerable financial resources together Beauty & Wellbeing, Personal Care, Home Care, Nutrition, Ice Cream.
with established business relationships with many customers and Each Business Group is fully responsible and accountable for its
suppliers in countries throughout the world. The Directors also consider strategy, growth, and profit delivery globally.
the Group's overall financial position, exposure to principal risks and
future business forecasts. We describe in notes 15 to 18 on pages 181 From 1 July 2022 the Group's segmental information is based on the five
to 196 the Group’s objectives, policies and processes for managing its Business Groups as this reflects how its performance will be monitored
capital; its financial risk management objectives; details of its financial and managed going forward. We have presented the full year and
instruments and hedging activities and its exposures to credit and comparative segmental information on this basis (note 2).
liquidity risk. As a consequence, the Group is well placed to manage its
The Group has also revised its cash generating units (CGUs) to align
business risks successfully for at least twelve months from the date of
with the new Compass Organisation. In 2021, the Group had eleven
approval of the financial statements.
cash generating units based on the three Divisions by geography,
Health & Wellbeing and ekaterra. From 1 July 2022, the Group's CGUs
Accounting policies are based on the Compass Organisation structure of Business Units and
Global Business Units. For the purpose of impairment testing, goodwill
The accounting policies adopted are the same as those which were is allocated to groups of CGUs (GCGUs) which are based on the Business
applied for the previous financial year except as set out below under Groups. Goodwill and indefinite-life intangible assets which were
the heading ‘Recent accounting developments’. previously allocated to the eleven CGUs for the purpose of impairment
testing have been reallocated to the GCGUs and CGUs respectively
Accounting policies are included in the relevant notes to the
(note 9) using a relative value approach.
consolidated financial statements. These are presented as text
highlighted in grey on pages 154 to 205. The accounting policies
below are applied throughout the financial statements. Hyperinflationary economies
The Argentinian economy was designated as hyperinflationary from
Foreign currencies 1 July 2018 and the Turkish economy was designated as
hyperinflationary from 1 July 2022. As a result, application of IAS 29
The consolidated financial statements are presented in euros. The ‘Financial Reporting in Hyperinflationary Economies’ has been applied
functional currency of PLC is pound sterling. Items included in the to all Unilever entities whose functional currency is the Argentinian Peso
financial statements of individual group companies are recorded or the Turkish Lira. The application of IAS 29 includes:
in their respective functional currency which is the currency of the ■ adjustment of historical cost non-monetary assets and liabilities for
primary economic environment in which each entity operates. the change in purchasing power caused by inflation from the date of
Foreign currency transactions in individual group companies are initial recognition to the balance sheet date;
■ adjustment of the income statement for inflation during the
translated into functional currency using exchange rates at the date
of the transaction. Foreign exchange gains and losses from settlement reporting period;
■ translation of income statement at the period-end foreign exchange
of these transactions, and from translation of monetary assets and
liabilities at year-end exchange rates, are recognised in the income rate instead of an average rate; and
■ adjustment of the income statement to reflect the impact of inflation
statement except when deferred in equity as qualifying hedges.
and exchange rate movement on holding monetary assets and
In preparing the consolidated financial statements, the balances liabilities in local currency.
in individual group companies are translated from their functional
currency into euros. Apart from the financial statements of group

154 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

The main effects on the Group consolidated financial statements for Critical accounting estimates and judgements
2022 are:
The preparation of financial statements requires management to make
€ million Argentina Turkey Total estimates and judgements in the application of accounting policies
Total assets increase / (reduction) 167 225 392 that affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and
Opening retained profit increase / judgements are continuously evaluated and are based on historical
(a)
(reduction) – 154 154 experience and other factors, including expectations of future events
Turnover increase / (reduction) (2) 36 34 that are believed to be reasonable. Revisions to accounting estimates
Operating profit increase / (reduction) (33) (6) (39) are recognised in the period in which the estimate is revised and in any
future period affected.
Net monetary gain / (loss) (184) 27 (157)
(a) The following estimates are those that management believe have the
The opening retained increase of €154 million reflects the impact of adjusting the
most significant risk of causing a material adjustment to the carrying
historical cost of non-monetary assets and liabilities from the date of their initial
recognition to 1 January 2022 for the effect of inflation. amounts of assets and liabilities within the next financial year:
■ Measurement of defined benefit obligations – the valuations of the

Group’s defined benefit pension plan obligations are dependent on


a number of assumptions. These include discount rates, inflation, and
Climate change life expectancy of scheme members. Details of these assumptions
and sensitivities are in note 4B.
In preparing these consolidated financial statements we have
■ Impairment risk in Russia – In 2022 the Russian business contributed
considered the impact of both physical and transition climate change
1.4% of the Group's turnover and 2% of the Group's net profit, and as
risks as well as our plans to mitigate against those risks on the current
at 31 December 2022 had approximately €900 million of assets. While
valuation of our assets and liabilities. We do not believe that there is a
the potential impacts of the war remain uncertain, there is a risk that
material impact on the financial reporting judgements and estimates
the operations in Russia are unable to continue, leading to a loss of
arising from our considerations and as a result the valuations of our
turnover, profit and a write-down of assets.
assets or liabilities have not been significantly impacted by these risks
The following judgements are those that management believe have the
as at 31 December 2022.
most significant effect on the amounts recognised in the Group’s
In coming to this conclusion we have reviewed each balance sheet financial statements:
line item and identified those line items that have the potential to be ■ Separate presentation of non-underlying items – certain items of

significantly impacted by climate-related risks and our plans to mitigate income or expense are presented separately as non-underlying
against these risks. Those line items that have the potential to be items. Management use judgement in assessing which items are non-
significantly impacted have then been reviewed in detail to confirm: underlying in line with the Group's policies. These items are excluded
■ that the growth rates and projected cash flows, used in assessing in several of our performance measures, including underlying
whether our goodwill and indefinite-life intangibles are impaired, are operating profit and underlying earnings per share due to their
consistent with our climate-related risk assumptions and the actions nature and/or frequency of occurrence. See note 3 for further details.
we are taking to mitigate against those risks and In prior years, we disclosed all non-underlying items on the face of
■ that the useful lives of our property, plant and equipment are the income statement. We have reviewed this treatment and will now
appropriate given the potential physical and obsolescence risks only disclose individually material items.
associated with climate change and the actions we are taking to ■ Utilisation of tax losses and recognition of other deferred tax assets –

mitigate against those risks. the Group operates in many countries and is subject to taxes in
numerous jurisdictions. Management uses judgement to assess the
In addition it should be noted that climate-related risks could affect recoverability of tax assets such as whether there will be sufficient
the financial position of our defined benefit pension plan assets. The future taxable profits to utilise losses – see note 6B.
Trustees operate diversified investment strategies and are continuously ■ Likelihood of occurrence of provisions and contingent liabilities –
assessing investment risks. The Trustees consider climate risk as one of events can occur where there is uncertainty over future obligations.
the key investment risks and are continually evolving their investments Judgement is required to determine if an outflow of economic
to lower the overall climate risk. resources is probable, or possible but not probable. Where it is
Our TCFD disclosures on pages 42 to 51 include the quantification of  probable, a liability is recognised and further judgement is used to
climate-related risks on the basis of various scenarios for the years determine the level of the provision. Where it is possible but not
2030, 2039 and 2050. The scenario assumptions are not based on our probable, further judgement is used to determine if the likelihood is
view of the most likely assumptions and also do not include remote, in which case no disclosures are provided; if the likelihood
any assumptions on the impact of actions that we would undertake to is not remote then judgement is used to determine the contingent
mitigate against these climate-related risks, thus the quantifications liability disclosed. Unilever does not have provisions and contingent
do not represent any type of financial forecast and thus are not directly liabilities for the same matters. External advice is obtained for any
incorporated into any projections of long-term cash flows. material cases. See notes 6A, 19 and 20.
■ Recognition of pension surplus – where there is an accounting surplus

On the basis of these reviews we have not identified any significant on a defined benefit plan, management uses judgement to
impact from climate-related risks on the Group’s going concern determine whether the Group can realise the surplus through
assessment nor the viability of the Group over the next three years. refunds, reductions in future combinations or a combination of both.
For many years Unilever has placed sustainability at the centre of its
strategy and has been working on becoming a more sustainable Accounting developments adopted by the Group
business. This has included implementing hundreds of actions to help
mitigate and adapt against climate-related risks. The costs and benefits All standards or amendments to standards that have been issued by
of such actions are embedded into the cost structures of the business the IASB and were effective by 1 January 2022 were not applicable or
and are not separately identifiable. None of these actions have material to Unilever. IFRS 17 ‘Insurance Contracts’ has been released
significantly impacted the value of the Group's assets or their useful but is not yet adopted by the Group. The standard is effective from the
lives and whilst there is still much to do, our aim is to continue to reduce year ended 31 December 2023 and introduces a new model for
our exposure to climate-related risks without impacting the value of the accounting for insurance contracts. We have reviewed existing
Group’s assets. However we recognise that the climate emergency is arrangements and concluded that IFRS 17 is not expected to be
deepening and government policies are likely to evolve as a result of material for Unilever. All other new standards or amendments that are
commitments to limit global warning to 1.5°C and thus we will continue not yet effective that have been issued by the IASB are not applicable or
to carefully monitor potential implications on the valuations of our material to Unilever.
assets and liabilities that could arise in future years.

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Consolidated Financial Statements Unilever Group

2. Segment information
Segmental reporting
In 2022, the Group announced changes to its organisation structure. The changes were fully implemented from 1 July 2022, and as a result the
Group reassessed its operating segments from that date.
The Group has concluded that its operating and reportable segments are the five Business Groups of Beauty & Wellbeing, Personal Care, Home
Care, Nutrition and Ice Cream. Previously, segment reporting was done on the basis of three Divisions: Beauty & Personal Care, Home Care and
Foods & Refreshment. The comparative information has been reclassified to reflect the new reporting segments.
Beauty & Wellbeing ■ primarily sales of hair care (shampoo, conditioner, styling), skin care (face, hand and body moisturisers) and includes
Prestige Beauty and Health & Wellbeing.
Personal Care ■ primarily sales of skin cleansing (soap, shower), deodorant and oral care (toothpaste, toothbrush,
mouthwash) products.
Home Care ■ primarily sales of fabric care (washing powders and liquids, rinse conditioners) and a wide range of cleaning products.
Nutrition ■ primarily sales of scratch cooking aids (soups, bouillons, seasonings), dressings (mayonnaise, ketchup) and tea
products.
Ice Cream ■ primarily ice cream products.
Revenue
Turnover comprises sales of goods after the deduction of discounts, sales taxes and estimated returns. It does not include sales between group
companies. Discounts given by Unilever include rebates, price reductions and incentives given to customers, promotional couponing and trade
communication costs and are based on the contractual arrangements with each customer. Discounts can either be immediately deducted from
the sales value on the invoice or off-invoice and settled later through credit notes when the precise amounts are known. Rebates are generally
off-invoice. Amounts provided for discounts at the end of a period require estimation; historical data and accumulated experience is used to
estimate the provision using the most likely amount method and in most instances, the discount can be estimated using known facts with a high
level of accuracy. Any differences between actual amounts settled and the amounts provided are not material and recognised in the subsequent
reporting period.
Customer contracts generally contain a single performance obligation and turnover is recognised when control of the products being sold has
transferred to our customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but
depending on individual customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the
appropriate point where the performance obligations in our contracts are satisfied as Unilever no longer has control over the inventory.
Our customers have the contractual right to return goods only when authorised by Unilever. At 31 December 2022, an estimate has been made of
goods that will be returned and a liability has been recognised for this amount. An asset has also been recorded for the corresponding inventory
that is estimated to return to Unilever using a best estimate based on accumulated experience.
Some of our customers are distributors who may be able to return unsold goods in consignment arrangements.
Underlying operating profit
Underlying operating profit means operating profit before the impact of non-underlying items within operating profit (see note 3). Underlying
operating profit represents our measure of segment profit or loss as it is the primary measure used for the purpose of making decisions about
allocating resources and assessing performance of segments.

Our segments are comprised of similar product categories. 8 categories (2021: 10; 2020: 10) individually accounted for 5% or more of our revenue in
one or more of the last three years. The following table shows the relevant contribution of these categories to Group revenue for the periods shown:

Category Segment 2022 2021 2020


Fabric Home Care 15% 14% 14%
Ice Cream Ice Cream 13% 13% 13%
Hair Care Beauty & Wellbeing 11% 11% 11%
Scratch Cooking Aids Nutrition 10% 10% 10%
Skin Cleansing Personal Care 10% 11% 12%
Deodorant Personal Care 8% 7% 8%
Skin Care Beauty & Wellbeing 7% 7% 7%
Dressings Nutrition 6% 6% 6%
Home & Hygiene Home Care 4% 5% 5%
Tea* Nutrition 3% 5% 6%
Other 13% 11% 8%
* Tea includes ekaterra as well as the retained tea business.

156 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

2. Segment information continued


The Group operating segment information is provided based on five product areas: Beauty & Wellbeing, Personal Care, Home Care, Nutrition and
Ice Cream.

€ million € million € million € million € million € million


Beauty & Personal
Home Care Nutrition Ice Cream Total
Notes Wellbeing Care
2022
Turnover 12,250 13,636 12,401 13,898 7,888 60,073
Operating profit 2,154 2,264 1,064 4,497 776 10,755
Non-underlying items 3 138 415 280 (2,048) 143 (1,072)
Underlying operating profit 2,292 2,679 1,344 2,449 919 9,683
Share of net profit/(loss) of joint ventures and associates 1 3 4 196 4 208
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 282 350 327 349 417 1,725
(a)
Share-based compensation and other non-cash charges 43 55 36 51 33 218
Within non-underlying items:
(b)
Impairment and other non-cash charges 49 259 152 87 60 607
2021
Turnover 10,138 11,763 10,572 13,104 6,867 52,444
Operating profit 2,135 2,336 1,294 2,104 833 8,702
Non-underlying items 3 102 169 123 421 119 934
Underlying operating profit 2,237 2,505 1,417 2,525 952 9,636
Share of net profit/(loss) of joint ventures and associates 4 6 7 170 4 191
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 256 368 304 413 405 1,746
(a)
Share-based compensation and other non-cash charges 46 56 44 69 34 249
Within non-underlying items:
(b)
Impairment and other non-cash charges 1 12 12 17 16 58
2020
Turnover 9,082 12,042 10,460 12,486 6,654 50,724
Operating profit 1,743 2,568 1,243 2,033 716 8,303
Non-underlying items 3 109 171 276 332 176 1,064
Underlying operating profit 1,852 2,739 1,519 2,365 892 9,367
Share of net profit/(loss) of joint ventures and associates 3 4 5 161 2 175
Significant non-cash charges:
Within underlying operating profit:
Depreciation and amortisation 308 405 369 485 451 2,018
(a)
Share-based compensation and other non-cash charges 32 45 41 52 33 203
Within non-underlying items:
(b)
Impairment and other non-cash charges 18 20 35 37 40 150
(a) Other non-cash charges within underlying operating profit include movements in provisions from underlying activities, excluding movements arising from non-
underlying activities.
(b) Other non-cash charges within non-underlying items includes movements in restructuring provisions and movements in certain legal provisions.

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Consolidated Financial Statements Unilever Group

2. Segment information continued

The Unilever Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from
transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker, which is the
Unilever Leadership Executive (ULE).
Turnover and non-current assets for the country of domicile, the United States and India (being the two largest countries outside the home country)
and for all other countries are:

€ million € million € million € million € million


United United
Kingdom States India Others Total
2022
Turnover 2,498 12,122 6,872 38,581 60,073
(a)
Non-current assets 3,621 18,109 6,500 23,971 52,201
2021
Turnover 2,443 9,864 5,618 34,519 52,444
(a)
Non-current assets 3,858 16,692 6,755 22,607 49,912
2020
Turnover 2,391 9,363 4,993 33,977 50,724
(a)
Non-current assets 3,587 12,946 6,264 23,633 46,430
(a) For the purpose of this table, non-current assets include goodwill, intangible assets, property, plant and equipment and other non-current assets as shown on the
consolidated balance sheet. Goodwill is attributed to countries where acquired business operated at the time of acquisition; all other assets are attributed to the
countries where they were acquired.

No other country had turnover or non-current assets (as shown above) greater than 10% of the Group total.

Additional information by geographies


Although the Group’s operations are managed by product area, we provide additional information based on geographies.
The three geographical areas remain unchanged but AAR has been renamed to APA (Asia Pacific Africa) which better reflects the size of the
underlying businesses. Profit information by geography will no longer be published.

€ million € million € million


2022 2021 2020
Asia Pacific Africa 27,504 24,264 23,440
The Americas 20,905 16,844 16,080
Europe 11,664 11,336 11,204
Total 60,073 52,444 50,724
(a) Americas sales in North America were €13,000 million (2021: €10,627 million; 2020: €10,117 million) and in Latin America were €7,905 million (2021: €6,217 million; 2020:
€5,963 million).

The Group's turnover classified by markets is:

€ million € million € million


2022 2021 2020
Emerging markets 35,324 30,407 29,281
Developed markets 24,749 22,037 21,443

Transactions between the Unilever Group’s geographical regions are immaterial and are carried out on at arm’s length basis.

158 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

3. Operating costs and non-underlying items


Operating costs
Operating costs include cost of sales, brand and marketing investment and overheads.
(i) Cost of sales
Cost of sales includes the cost of inventories sold during the period and distribution costs. The cost of inventories are raw and packaging
materials and related production costs. Distribution costs are charged to the income statement as incurred.
(ii) Brand and marketing investment
Brand and marketing investment include costs related to creating and maintaining brand equity and brand awareness. This includes media,
advertising production, promotional materials and engagement with consumers. These costs are charged to the income statement as incurred.
(iii) Overheads
Overheads include staff costs associated with sales activities and central functions such as finance, human resources, and research and
development costs. Research and development costs are staff costs, material costs, depreciation of property, plant and equipment, patent costs
and other costs that are directly attributable to research and product development activities. These costs are charged to the income statement
as incurred.
Non-underlying items
These items are relevant to an understanding of our financial performance due to their nature and/or frequency of occurrence.
(i) Non-underlying items within operating profit
These are gains and losses on business disposals, acquisition and disposal-related costs, restructuring costs, impairments and other items
within operating profit classified here due to their nature and/or frequency. Restructuring costs are charges associated with activities planned by
management that significantly change either the scope of the business or the manner in which it is conducted.
(ii) Non-underlying items not in operating profit but within net profit
These are net monetary gain or loss arising from hyperinflationary economies and significant and unusual items in net finance cost, share of
profit/(loss) of joint ventures and associates and taxation.

€ million € million € million


2022 2021 2020
Turnover 60,073 52,444 50,724
Cost of sales (35,906) (30,259) (28,684)
of which:
Distribution costs (3,787) (3,313) (3,104)
Production costs (3,995) (3,678) (3,696)
Raw and packaging materials and goods purchased for resale (26,360) (21,799) (20,400)
Other (1,764) (1,469) (1,484)
Gross profit 24,167 22,185 22,040
Selling and administrative expenses (14,484) (12,549) (12,673)
of which:
Brand and marketing investment (7,821) (6,873) (7,091)
Overheads (6,663) (5,676) (5,582)
(a)
of which: Research and development (908) (847) (800)
Non-underlying items within operating profit before tax 1,072 (934) (1,064)
Operating profit 10,755 8,702 8,303
(a) From 2022, research and development costs include patent costs of €28 million. The prior year comparators have not been restated. Patent costs in 2021 and 2020 were
€27 million in each year.

Exchange losses within operating costs in 2022 are €(225) million (2021: nil; 2020: €45 million).

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Consolidated Financial Statements Unilever Group

3. Operating costs and non-underlying items continued

Non-underlying items
€ million € million € million
2022 2021 2020
Non-underlying items within operating profit before tax 1,072 (934) (1,064)
(a)
Acquisition and disposal-related costs (50) (332) (69)
(b)
Gain on disposal of group companies 2,335 36 8
(c)
Restructuring costs (777) (632) (916)
(d)
Impairments (221) (17) –
(e)
Other (215) 11 (87)
Tax on non-underlying items within operating profit 273 219 272
Non-underlying items within operating profit after tax 1,345 (715) (792)
Non-underlying items not in operating profit but within net profit before tax (164) (64) (36)
Interest related to the UK tax audit of intangible income and centralised services (7) 10 (56)
Net monetary gain/(loss) arising from hyperinflationary economies (157) (74) 20
Tax impact of non-underlying items not in operating profit but within net profit (121) (41) (146)
Tax related to the separation of the Tea business (35) – –
Taxes related to the reorganisation of our European business – 31 (58)
Taxes related to share buyback as part of Unification – – (30)
Taxes related to the UK tax audit of intangible income and centralised services (5) (29) (53)
Hyperinflation adjustment for Argentina and Turkey deferred tax (81) (43) (5)
Non-underlying items not in operating profit but within net profit after tax (285) (105) (182)
(f)
Non-underlying items after tax 1,060 (820) (974)
Attributable to:
Non-controlling interest (14) (30) (23)
Shareholders' equity 1,074 (790) (951)
(a) 2022 includes a charge of €42 million (2021: €196 million) relating to the disposal of the Tea business and other acquisition and disposal activities.
(b) 2022 includes a gain of €2,303 million related to the disposal of the Tea business (2021: nil). 2021 gain relates to several small disposals of brands in Nutrition. The 2020
gain relates to the disposal of a laundry bar business in Latin America.
(c) Restructuring costs are comprised of organisational change programmes and various technology and supply chain optimisation projects. This includes costs linked to
the implementation of the Compass Organisation for which costs are spread across 2022 and 2023. Management have used judgement to determine this is in line with
our policy.
(d) 2022 includes an impairment charge of €192 million relating to Dollar Shave Club (2021: nil) and write-downs of leased land and building assets.
(e) 2022 includes €89 million relating to a product recall and market withdrawal by The Laundress, €82 million relating to legal provisions for ongoing competition
investigations and €42 million of asset write-downs relating to our businesses in Russia and Ukraine. 2020 includes a charge of €87 million for litigation matters in
relation to investigations by national competition authorities including those in Turkey and France.
(f) Non-underlying items after tax is calculated as non-underlying items within operating profit after tax plus non-underlying items not in operating profit but within net
profit after tax.

160 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

4. Employees
4A. Staff and management costs
€ million € million € million
Staff costs 2022 2021 2020
Wages and salaries (5,857) (5,062) (5,051)
Social security costs (587) (529) (519)
Other pension costs (396) (401) (419)
Share-based compensation costs (177) (161) (108)
(7,017) (6,153) (6,097)

‘000 ‘000 ‘000


(a)
Average number of employees during the year 2022 2021 2020
Asia Pacific Africa 73 84 83
The Americas 38 37 38
Europe 27 28 29
138 149 150
(a) Reduction in number of employees is primarily driven by disposal of ekaterra in 2022.

€ million € million € million


Key management compensation 2022 2021 2020
Salaries and short-term employee benefits (41) (29) (28)
(a)
Share-based benefits (15) (10) (5)
(56) (39) (33)
Of which: Executive Directors (12) (8) (6)
(b)
Other (44) (31) (27)

Non-Executive Directors’ fees (2) (2) (2)


(58) (41) (35)
(a) Share-based benefits are expenses recognised for the period. Share-based benefits compensation on a vesting basis is €12 million (2021: €6 million; 2020: €10 million).
(b) Other includes all members of the Unilever Leadership Executive, other than Executive Directors.

Key management are defined as the members of Unilever Leadership Executive (ULE) and the Non-Executive Directors. Due to Compass
Organisation changes in 2022, compensation for ULE members are pro-rated based on time actively spent in a ULE role.
Details of the remuneration of Directors are given in the parts noted as audited in the Directors’ Remuneration Report on pages 109 and 131.

Unilever Annual Report and Accounts 2022 | Financial Statements 161


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations


For defined benefit plans, operating and finance costs are recognised separately in the income statement. The amount charged to operating
cost in the income statement is the cost of accruing pension benefits promised to employees over the year, plus the costs of individual events
such as past service benefit changes, settlements and curtailments (such events are recognised immediately in the income statement). The
amount charged or credited to finance costs is a net interest expense calculated by applying the liability discount rate to the surplus or deficit.
Any differences between the expected interest on assets and the return actually achieved, and any changes in the liabilities over the year due
to changes in assumptions or experience within the plans, are recognised immediately in the statement of comprehensive income.
The defined benefit plan surplus or deficit on the balance sheet comprises the total for each plan of the fair value of plan assets less the present
value of the defined benefit liabilities (using a discount rate based on high-quality corporate bonds, or a suitable alternative where there is no
active corporate bond market).
All defined benefit plans are subject to regular actuarial review using the projected unit method by external consultants. The Group policy is that
the most material plans, representing approximately 82% of the defined benefit liabilities, are formally valued every year. Other material plans,
accounting for a further 12% of the liabilities, have their liabilities updated each year. Group policy for the remaining plans requires a full
actuarial valuation at least every three years. Asset values for all plans are updated every year.
For defined contribution plans, the charges to the income statement are the company contributions payable, as the company’s obligation is
limited to the contributions paid into the plans. The assets and liabilities of such plans are not included in the balance sheet of the Group.

Description of plans
The Group increasingly operates a number of defined contribution plans, the assets of which are held in external funds. In certain countries, the
Group operates defined benefit pension plans based on employee pensionable remuneration and length of service. The majority of defined
benefit plans are either career average, final salary or hybrid plans and operate on a funded basis with assets held in external funds. Benefits are
determined by the plan rules and are linked to inflation in some countries. Our largest plans are in the UK and the Netherlands. In the UK, we
operate a career average defined benefit plan (with a salary limit for benefit accrual) which is closed to new entrants, and a defined contribution
plan. In the Netherlands, we operate a collective defined contribution plan for all new benefit accrual and a closed career average defined benefit
plan for benefits built up to April 2015.
The Group also provides other post-employment benefits, mainly post-employment healthcare plans in the US. These plans are
predominantly unfunded.
Governance
The majority of the Group’s externally funded plans are established as trusts, foundations or similar entities. The operation of these entities is
governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the Trustees (or equivalent)
and their composition. Where Trustees (or equivalent) are in place to operate plans, they are generally required to act on behalf of the plan’s
stakeholders. They are tasked with periodic reviews of the solvency of the plan in accordance with local legislation and play a role in the long-
term investment and funding strategy. The Group also has an internal body, the Pensions and Equity Committee, that is responsible for setting
the company’s policies and decision-making on plan matters, including but not limited to design, funding, investments, risk management
and governance.
Investment strategy
The Group’s investment strategy in respect of its funded plans is implemented within the framework of the various statutory requirements of the
territories where the plans are based. The Group has developed policy guidelines for the allocation of assets to different classes with the objective
of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Group of the benefits
provided. To achieve this, investments are diversified, such that the failure of any single investment should not have a material impact on the
overall level of assets. The plans expose the Group to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and, in
certain countries, inflation risk. There are no unusual entity or plan-specific risks to the Group. The plans invest a reducing proportion of assets
in equities and, for risk control, an increasing proportion in liability matching assets (bonds). There are also investments in property and other
alternative assets; additionally, the Group uses derivatives to further mitigate the impact of the risks outlined above. However, the portfolio
leverage is relatively low. The majority of assets are managed by a number of external fund managers with a small proportion managed in-house.
Unilever has a pooled investment vehicle (Univest) which it believes offers its pension plans around the world a simplified externally managed
investment vehicle to implement their strategic asset allocation models, currently for bonds, equities and alternative assets. The aim is to provide
high-quality, well diversified, cost-effective, risk-controlled vehicles. The pension plans’ investments are overseen by Unilever’s internal investment
company, the Univest Company.
Assumptions
With the objective of presenting the assets and liabilities of the pensions and other post-employment benefit plans at their fair value on the
balance sheet, assumptions under IAS 19 are set by reference to market conditions at the valuation date. The actuarial assumptions used to
calculate the benefit liabilities vary according to the country in which the plan is situated. The following table shows the assumptions, weighted by
liabilities, used to value the principal defined benefit plans (representing approximately 94% of total pension liabilities and other post-employment
benefit liabilities). 

31 December 2022 31 December 2021


Other post- Other post-
Defined benefit employment Defined benefit employment
pension plans benefit plans pension plans benefit plans
Discount rate 4.6% 5.9% 1.8% 3.6%
Inflation 2.8% n/a 2.6% n/a
Rate of increase in salaries 3.3% 3.0% 3.2% 3.0%
Rate of increase for pensions in payment (where provided) 2.4% n/a 2.5% n/a
Rate of increase for pensions in deferment (where provided) 2.6% n/a 2.7% n/a
Long-term medical cost inflation n/a 5.1% n/a 5.1%

The valuations of other post-employment benefit plans generally assume a higher initial level of medical cost inflation, which falls from 6% to the
long-term rate after 4 years. Assumed healthcare cost trend rates have a significant effect on the amounts reported for healthcare plans.

162 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations continued


For the UK and Netherlands pension plans, representing approximately 65% of all defined benefit pension liabilities, the assumptions used at 31
December 2022 and 2021 were:

United Kingdom Netherlands


2022 2021 2022 2021
Discount rate 5.0% 1.9% 3.7% 1.1%
Inflation 3.1% 3.2% 2.2% 1.9%
Rate of increase in salaries 3.6% 3.7% 2.7% 2.4%
Rate of increase for pensions in payment (where provided) 2.9% 3.1% 2.2% 1.9%
Rate of increase for pensions in deferment (where provided) 2.9% 3.1% 2.2% 1.9%
Number of years a current pensioner is expected to live beyond age 65:
Men 21.8 21.8 21.8 21.6
Women 23.6 23.6 24.0 23.7
Number of years a future pensioner currently aged 45 is expected to live beyond
age 65:
Men 22.9 22.8 23.8 23.5
Women 24.8 24.8 26.0 25.5

Demographic assumptions, such as mortality rates, are set having regard to the latest trends in life expectancy (including expectations of future
improvements), plan experience and other relevant data. These assumptions are reviewed and updated as necessary as part of the periodic
actuarial valuation of the pension plans. The years of life expectancy for 2022 above have been translated from the following tables:
UK: Standard life expectancy tables Series S3, adjusted to reflect the experience of our plan members analysed as part of the 2019 actuarial
valuation. Future improvements in longevity have been allowed for in line with the core CMI 2018 Mortality Projections Model with a 1% p.a. long-
term improvement rate.
Netherlands: The Dutch Actuarial Society’s AG Prognosetafel 2022 table is used with correction factors (2020) to allow for the typically longer life
expectancy for fund members relative to the general population. This table has an in-built allowance for future improvements in longevity.
The impact from changes to the assumptions of the remaining defined benefit plans are considered immaterial. Their assumptions vary due to
a number of factors including the currency and long-term economic conditions of the countries where they are situated.
Income statement
The charge to the income statement comprises:

€ million € million € million


Notes 2022 2021 2020
Charged to operating profit:
Defined benefit pension and other benefit plans:
Gross service cost (186) (228) (223)
Employee contributions 12 13 17
Special termination benefits (11) (15) (37)
Past service cost including (losses)/gains on curtailments – 18 20
Settlements 1 1 7
Defined contribution plans (212) (190) (203)
Total operating cost 4A (396) (401) (419)
(a)
Finance income/(cost) 5 44 (10) (9)
Net impact on the income statement (before tax) (352) (411) (428)
(a) This includes the impact of interest on asset ceiling.

Statement of comprehensive income


Amounts recognised in the statement of comprehensive income on the remeasurement of the surplus/(deficit).

€ million € million € million


2022 2021 2020
Return on plan assets excluding amounts included in net finance income/(cost) (6,483) 1,958 1,494
Change in asset ceiling excluding amounts included in finance cost (184) (17) 2
Actuarial gains/(losses) arising from changes in demographic assumptions (24) (4) 246
Actuarial gains/(losses) arising from changes in financial assumptions 6,914 342 (1,414)
Experience gains/(losses) arising on pension plan and other benefit plan liabilities (760) 126 (78)
Total of defined benefit costs recognised in other comprehensive income (537) 2,405 250

Unilever Annual Report and Accounts 2022 | Financial Statements 163


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations continued


Balance sheet
The assets, liabilities and surplus/(deficit) position of the pension and other post-employment benefit plans at the balance sheet date were:

€ million 2022 € million 2021


Other post- Other post-
employment employment
Pension plans benefit plans Pension plans benefit plans
Fair value of assets 19,361 6 26,686 7
Present value of liabilities (16,199) (365) (23,219) (431)
Computed surplus/(deficit) 3,162 (359) 3,467 (424)
(a)
Irrecoverable surplus (234) – (50) –
Surplus/(deficit) 2,928 (359) 3,417 (424)
Of which in respect of:
Funded plans in surplus:
Liabilities (12,030) – (18,071) –
Assets 16,524 – 23,240 –
Aggregate surplus 4,494 – 5,169 –
(a)
Irrecoverable surplus (234) – (50) –
Surplus/(deficit) 4,260 – 5,119 –
Funded plans in deficit:
Liabilities (3,417) (39) (4,245) (39)
Assets 2,837 6 3,446 7
Surplus/(deficit) (580) (33) (799) (32)
Unfunded plans:
Pension liability (752) (326) (903) (392)
(a) A surplus is deemed recoverable to the extent that the Group is able to benefit economically from the surplus. Unilever assesses the maximum economic benefit
available through a combination of refunds and reductions in future contributions in accordance with local legislation and individual financing arrangements with
each of our funded defined benefit plans.

Reconciliation of change in assets and liabilities


The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require
disaggregated disclosure.
Movements in assets during the year:

Rest of € million Rest of € million


UK Netherlands world 2022 Total UK Netherlands world 2021 Total
1 January 14,332 6,099 6,212 26,643 12,499 5,587 5,920 24,006
Employee contributions 1 – 11 12 – – 13 13
Settlements – – – – – – – –
Actual return on plan assets (excluding
amounts in net finance income/charge) (4,870) (668) (945) (6,483) 1,092 560 306 1,958
Change in asset ceiling excluding
amounts included in interest expenses – – (184) (184) – – (17) (17)
(a)
Interest income 264 66 166 496 181 39 124 344
Employer contributions 66 8 229 303 100 72 222 394
Benefit payments (511) (161) (512) (1,184) (501) (159) (475) (1,135)
Other – (1) (1) (2) – – (47) (47)
Currency retranslation (578) – 110 (468) 961 – 166 1,127
31 December 8,704 5,343 5,086 19,133 14,332 6,099 6,212 26,643
(a) This includes the impact of interest on asset ceiling.

164 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations continued


Movements in liabilities during the year:

Rest of € million Rest of € million


UK Netherlands world 2022 Total UK Netherlands world 2021 Total
1 January (11,453) (4,937) (7,260) (23,650) (11,148) (5,060) (7,511) (23,719)
Gross service cost (86) (4) (96) (186) (127) (4) (97) (228)
Special termination benefits – – (11) (11) – – (15) (15)
Past service costs including losses/(gains)
on curtailments – – – – (1) – 19 18
Settlements – – 1 1 – – 1 1
Interest cost (210) (54) (188) (452) (161) (35) (158) (354)
Actuarial gain/(loss) arising from changes
in demographic assumptions 1 (50) 25 (24) (2) (6) 4 (4)
Actuarial gain/(loss) arising from changes
in financial assumptions 4,196 1,527 1,191 6,914 225 (23) 140 342
Actuarial gain/(loss) arising from
experience adjustments (276) (377) (107) (760) 95 32 (1) 126
Benefit payments 511 161 512 1,184 501 159 475 1,135
Other – – 15 15 – – 48 48
Currency retranslation 479 – (74) 405 (835) – (165) (1,000)
31 December (6,838) (3,734) (5,992) (16,564) (11,453) (4,937) (7,260) (23,650)

Movements in (deficit)/surplus during the year:

Rest of € million Rest of € million


UK Netherlands world 2022 Total UK Netherlands world 2021 Total
1 January 2,879 1,162 (1,048) 2,993 1,351 527 (1,591) 287
Gross service cost (86) (4) (96) (186) (127) (4) (97) (228)
Employee contributions 1 – 11 12 – – 13 13
Special termination benefits – – (11) (11) – – (15) (15)
Past service costs including losses/(gains)
on curtailments – – – – (1) – 19 18
Settlements – – 1 1 – – 1 1
Actual return on plan assets (excluding
amounts in net finance income/charge) (4,870) (668) (945) (6,483) 1,092 560 306 1,958
Change in asset ceiling excluding
amounts included in interest expenses – – (184) (184) – – (17) (17)
Interest cost (210) (54) (188) (452) (161) (35) (158) (354)
(a)
Interest income 264 66 166 496 181 39 124 344
Actuarial gain/(loss) arising from changes
in demographic assumptions 1 (50) 25 (24) (2) (6) 4 (4)
Actuarial gain/(loss) arising from changes
in financial assumptions 4,196 1,527 1,191 6,914 225 (23) 140 342
Actuarial gain/(loss) arising from
experience adjustments (276) (377) (107) (760) 95 32 (1) 126
Employer contributions 66 8 229 303 100 72 222 394
Benefit payments – – – – – – – –
Other – (1) 14 13 – – 1 1
Currency retranslation (99) – 36 (63) 126 – 1 127
31 December 1,866 1,609 (906) 2,569 2,879 1,162 (1,048) 2,993
(a) This includes the impact of interest on asset ceiling.

The actual return on plan assets during 2022 was €(5,987) million, being €(6,483) million of asset returns and €496 million of interest income shown
in the tables above (2021: €2,302 million).
The experience has been more in absolute terms than seen in previous few years as the impact of high in-year inflation feeds into benefit costs and
liabilities.
Movements in irrecoverable surplus during the year:

Rest of € million Rest of € million


UK Netherlands world 2022 Total UK Netherlands world 2021 Total
1 January – – (50) (50) – – (26) (26)
Interest income – – 2 2 – – (2) (2)
Change in irrecoverable surplus in excess
of interest – – (184) (184) – – (17) (17)
Currency retranslations – – (2) (2) – – (5) (5)
31 December – – (234) (234) – – (50) (50)

Unilever Annual Report and Accounts 2022 | Financial Statements 165


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations continued


The duration of the principal defined benefit plan liabilities (representing 94% of total pension liabilities and other post-employment benefit
liabilities) and the split of liabilities between different categories of plan participants are:

Rest of Rest of
(a) (a)
UK Netherlands world 2022 Total UK Netherlands world 2021 Total
Duration (years) 13 15 11 4 to 18 18 18 12 7 to 21
Active members 8% 8% 19% 11% 12% 12% 20% 14%
Deferred members 31% 38% 14% 28% 36% 43% 17% 33%
Retired members 61% 54% 67% 61% 52% 45% 63% 53%
(a) Rest of world numbers shown are weighted averages by liabilities.

Plan assets
The group of plans within ‘Rest of world’ category in the tables below are not materially different with respect to their risks that would require
disaggregated disclosure.

€ million € million
31 December 2022 31 December 2021
Rest of Rest of
UK Netherlands world 2022 Total UK Netherlands world 2021 Total
Total Assets 8,704 5,343 5,314 19,361 14,332 6,099 6,255 26,686
Assets
Equities Total 284 983 1,363 2,630 1,714 1,676 1,835 5,225
– Europe 61 165 440 666 352 271 569 1,192
– North America 160 604 594 1,358 1,030 1,001 829 2,860
– Other 63 214 329 606 332 404 437 1,173
Fixed Income Total 5,757 3,269 2,696 11,722 8,875 3,353 3,176 15,404
– Government bonds 3,795 1,297 1,215 6,307 6,243 1,179 1,396 8,818
– Investment grade corporate bonds 871 530 905 2,306 1,160 537 1,109 2,806
– Other Fixed Income 1,091 1,442 576 3,109 1,472 1,637 671 3,780
Private Equity 500 90 40 630 424 77 17 518
Property and Real Estate 930 422 387 1,739 1,021 517 356 1,894
Hedge Funds 225 – 76 301 381 – 75 456
Other 1,341 325 317 1,983 1,823 322 359 2,504
Other Plans – – 417 417 – – 421 421
Derivatives (333) 254 18 (61) 94 154 16 264

The fair values of the above equity and fixed income instruments are determined based on quoted market prices in active markets. The fair value
of private equity, properties, derivatives and hedge funds are not based on quoted market prices in active markets. The Group uses derivatives and
other instruments to hedge some of its exposure to inflation and interest rate risk – the degree of this hedging of liabilities was over 100% for both
interest rate and inflation for the UK plan and approximately 60% for interest rate and approximately 20% for inflation for the Netherlands plan at
year end. Foreign currency exposures, in part, are also hedged by the use of forward foreign exchange contracts. Assets included in the Other
category are cash and insurance contracts which are also unquoted assets.
Equity securities include Unilever securities amounting to €1 million (0.003% of total plan assets) and €1 million (0.002% of total plan assets) at 31
December 2022 and 2021 respectively. Property includes property occupied by Unilever amounting to €77 million and €74 million at 31 December
2022 and 2021 respectively.
The pension assets above exclude the assets in a Special Benefits Trust amounting to €39 million (2021: €38 million) to fund pension and similar
obligations in the US (see also note 17A on page 194).
Sensitivities
The sensitivity of the overall pension liabilities to changes in the weighted key assumptions are:

Change in liabilities
Change in assumption UK Netherlands Total
Discount rate Increase by 0.5% -6% -7% -6%
Inflation rate Increase by 0.5% 4% 7% 5%

Life expectancy Increase by 1 year 4% 4% 4%


(a)
Long-term medical cost inflation Increase by 1.0% n/a n/a 3%
(a) Long-term medical cost inflation only relates to post-retirement medical plans and its impact on these liabilities.

A decrease in each assumption would have a comparable and opposite impact on liabilities.

166 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

4B. Pensions and similar obligations continued


The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of
the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other
assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the
balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with
the previous period.
Cash flow
Group cash flow in respect of pensions and similar post-employment benefits comprises company contributions paid to funded plans and benefits
paid by the company in respect of unfunded plans. The table below sets out these amounts:

€ million € million € million € million


2023 Estimate 2022 2021 2020
Company contributions to funded plans:
Defined Benefit 180 176 286 266
Defined Contribution 225 212 190 203
Benefits paid by the Company in respect of unfunded plans:
Defined Benefit 130 127 108 132
Group cash flow in respect of pensions and similar benefits 535 515 584 601

The Group’s funding policy is to periodically review the contributions made to the plans while taking account of local legislation.

4C. Share-based compensation plans


The fair value of awards at grant date is calculated using observable market price. This value is expensed over their vesting period, with a
corresponding credit to equity. The expense is reviewed and adjusted to reflect changes to the level of awards expected to vest, except where
this arises from a failure to meet a market condition. Any cancellations are recognised immediately in the income statement.

As at 31 December 2022, the Group had share-based compensation plans in the form of performance shares and other share awards.
The numbers in this note include those for Executive Directors shown in the Directors’ Remuneration Report on pages 109 to 131 and those for key
management shown in note 4A on page 161. Non-Executive Directors do not participate in any of the share-based compensation plans.
The charge in each of the last three years is shown below, and relates to equity-settled plans:

€  million € million € million


Income statement charge 2022 2021 2020
Performance share plans (168) (150) (98)
Other plans (9) (11) (10)
(177) (161) (108)

Performance share plans


Performance share awards are made in respect of the Performance Share Plan (PSP). Awards for the Global Share Incentive Plan (GSIP) were last
made in February 2018 and vested in February 2021. Awards for MCIP were last made in 2020 and will vest in 2024. No further MCIP or GSIP awards
will be made. The awards of each plan will vest between 0% and 200% of grant level, subject to the level of satisfaction of performance measures
(limits for Executive Directors may vary and are detailed in the Directors’ Remuneration Report on pages 109 to 131).
The MCIP allowed Unilever’s managers to invest up to 100% of their annual bonus (a minimum of 33% and maximum of 67% for Executive Directors)
in shares in Unilever, and to receive a corresponding award of performance-related shares. From 2021, under the PSP, Unilever’s managers receive
annual awards of PLC shares. The performance measures for MCIP and PSP are underlying sales growth, underlying EPS growth, underlying return
on invested capital and sustainability progress index for the Group. MCIP awards made will vest after 4 years, while PSP awards vest after 3 years.
A summary of the status of the Performance Share Plans as at 31 December 2022, 2021 and 2020 and changes during the years ended on these
dates is presented below:

2022 2021 2020


Number Number Number
of shares of shares of shares
Outstanding at 1 January 14,318,564 11,371,436 11,137,801
Awarded 10,032,321 7,667,929 4,395,633
Vested (3,101,598) (3,425,232) (3,240,738)
Forfeited (3,325,397) (1,295,569) (921,260)
Outstanding at 31 December 17,923,890 14,318,564 11,371,436

2022 2021 2020


Share award value information
Fair value per share award during the year €41.56 €47.64 €43.91

Additional information
At 31 December 2022, shares in PLC totalling 18,842,270 (2021: 15,370,746) were outstanding in respect of share-based compensation plans of PLC
and its subsidiaries, including North American plans.
At 31 December 2022, the employee share ownership trust held 2,727,097 (2021: 4,453,244) PLC shares and PLC and its subsidiaries held 327,303
(2021: 847,914) PLC shares which are held as treasury shares.

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Consolidated Financial Statements Unilever Group

4C. Share-based compensation plans continued


The book value of €282 million (2021: €388 million) of the shares held by the trust and by Unilever PLC and its subsidiaries in respect of share-based
compensation plans is eliminated on consolidation by deduction from other reserves. Their market value at 31 December 2022 was €144 million
(2021: €250 million).
Shares held to satisfy awards are accounted for in accordance with IAS 32 ‘Financial Instruments: Presentation’. All differences between the
purchase price of the shares held to satisfy awards granted and the proceeds received for the shares, whether on exercise or lapse, are charged
to reserves.
Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), nil shares were granted, 1,862,484 shares
vested and 777,139 shares were forfeited related to the Performance Share Plans.

5. Net finance costs


Net finance costs are comprised of finance costs and finance income, including net finance costs in relation to pensions and similar obligations.
Finance income includes income on cash and cash equivalents and income on other financial assets. Finance costs include interest costs
in relation to financial liabilities. This includes interest on lease liabilities which represents the unwind of the discount rate applied to
lease liabilities.
Borrowing costs are recognised based on the effective interest method.

€ million € million € million


Net finance costs Notes 2022 2021 2020
Finance costs (811) (501) (672)
Bank loans and overdrafts (44) (34) (32)
(a)
Interest on bonds and other loans (666) (402) (533)
Interest on lease liabilities (72) (72) (82)
(b)
Net gain/(loss) on transactions for which hedge accounting is not applied (29) 7 (25)
On foreign exchange derivatives 123 (68) 275
Exchange difference on underlying items (152) 75 (300)

Finance income 281 147 232


Pensions and similar obligations 4B 44 (10) (9)

(c)
Net finance costs before non-underlying items (486) (364) (449)
Interest related to the UK tax audit of intangible income and centralised
services 3 (7) 10 (56)
(493) (354) (505)
(a) Interest on bonds and other loans includes the impact of interest rate derivatives that are part of hedge accounting relationships and the related recycling of results
from the hedge accounting reserve. Includes an amount of €(20) million (2021: €(19) million) relating to unwinding of discount on deferred consideration for
acquisitions.
(b) For further details of derivatives for which hedge accounting is not applied, please refer to note 16C.
(c) See note 3 for explanation of non-underlying items.

168 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

6. Taxation
6A. Income tax

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent
that it relates to items recognised directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
sheet date, and any adjustments to tax payable in respect of previous years.
Current tax in the consolidated income statement will differ from the income tax paid in the consolidated cash flow statement primarily because
of deferred tax arising on temporary differences and payment dates for income tax occurring after the balance sheet date.
Unilever is subject to taxation in the many countries in which it operates. The tax legislation of these countries differs, is often complex and is
subject to interpretation by management and the government authorities. These matters of judgement give rise to the need to create provisions
for tax payments that may arise in future years with respect to transactions already undertaken. Provisions are made against individual
exposures and take into account the specific circumstances of each case, including the strength of technical arguments, recent case law
decisions or rulings on similar issues and relevant external advice. The provision is estimated based on one of two methods, the expected value
method (the sum of the probability-weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on
which is expected to better predict the resolution of the uncertainty.

€ million € million € million


Tax charge in income statement 2022 2021 2020
Current tax
Current year (2,206) (2,399) (2,128)
Over/(under) provided in prior years (61) 245 (154)
(2,267) (2,154) (2,282)
Deferred tax
Origination and reversal of temporary differences 153 189 344
Changes in tax rates 28 15 (19)
Recognition of previously unrecognised losses brought forward 18 15 34
199 219 359
(2,068) (1,935) (1,923)

The reconciliation between the computed weighted average rate of income tax expense, which is generally applicable to Unilever companies, and
the actual rate of taxation charged is as follows:

Reconciliation of effective tax rate % 2022 % 2021 % 2020


(a)
Computed rate of tax 25 24 23
Differences between computed rate of tax and effective tax rate due to:
Incentive tax credits (2) (2) (2)
Withholding tax on dividends 2 2 2
Expenses not deductible for tax purposes 1 1 1
Irrecoverable withholding tax 1 1 1
Income tax reserve adjustments – current and prior year – (1) (1)
Transfer to/(from) unrecognised deferred tax assets (1) – –
Others (2) (2) (1)
Underlying effective tax rate 24 23 23
(b)
Non-underlying items within operating profit 1 – –
(b)
Taxes related to the UK tax audit of intangible income and centralised services – – 1
(b)
Taxes related to the reorganisation of our European business – (1) 1
(b)
Impact of ekaterra disposal (6) – –
(b)
Hyperinflation adjustment for Argentina and Turkey deferred tax 1 1 –
Effective tax rate 20 23 25
(a) The computed tax rate used is the average of the standard rate of tax applicable in the countries in which Unilever operates, weighted by the amount of underlying
profit before taxation generated in each of those countries. For this reason, the rate may vary from year to year according to the mix of profit and related tax rates.
(b) See note 3 for explanation of non-underlying items.

Our tax rate is reduced by incentive tax credits, the benefit from preferential tax regimes that have been legislated by the countries and provinces
concerned in order to promote economic development and investment. The tax rate is increased by business expenses which are not deductible for
tax, such as entertainment costs and some interest expense and by irrecoverable withholding taxes on dividends paid by subsidiary companies
and on other cross-border payments such as royalties and service fees, which cannot be offset against other taxes due. Uncertain tax provisions
including the related interest and penalties amounted to €905 million (2021: €858 million). This includes €374 million (2021: €282 million) related to
the Horlicks intangible amortisation in India on which no interest is relevant as the cash tax has been paid. The effective tax rate has been
significantly reduced by the impact of the Tea business disposal which benefited from the participation exemption in the Netherlands.
The Group's future tax charge and effective tax rate could be affected by several factors, including changes in tax laws and their interpretation,
the implementation of the OECD Pillars 1 and 2, EU and US tax changes, as well as the impact of acquisitions, disposals and restructuring of
our business.

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Consolidated Financial Statements Unilever Group

6B. Deferred tax


Deferred tax is recognised using the liability method on taxable temporary differences between the tax base and the accounting base of items
included in the balance sheet of the Group. Certain temporary differences are not provided for as follows:
■ goodwill not deductible for tax purposes;

■ the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and

■ differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted, or substantively enacted, at the year end.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

€ million € million € million € million € million € million € million € million


As at 1 As at 31 As at 31
January Income December As at 1 Income December
Movements in 2022 and 2021 2022 statement Other 2022 January 2021 Statement Other 2021
Pensions and similar obligations (654) (44) 85 (613) 80 (73) (661) (654)
Provisions and accruals 726 12 3 741 698 (11) 39 726
Goodwill and intangible assets (3,448) 135 (535) (3,848) (2,734) 249 (963) (3,448)
Accelerated tax depreciation (600) (60) (40) (700) (641) 33 8 (600)
Tax losses 172 100 (41) 231 190 (2) (16) 172
Fair value gains (60) (11) 29 (42) (52) 19 (27) (60)
Fair value losses 2 6 28 36 45 1 (44) 2
Share-based payments 166 18 10 194 146 7 13 166
Lease liability 295 (55) (3) 237 294 (16) 17 295
Right of use asset (244) 42 1 (201) (244) 21 (21) (244)
(a)
Other 580 56 3 639 526 (9) 63 580
(3,065) 199 (460) (3,326) (1,692) 219 (1,592) (3,065)
(a) The deferred tax-other includes the recognition of an asset of €311 million (2021: €345 million) relating to the impact of the expected outcome of the Mutual
Agreement Procedure which Unilever applied for following the conclusion of the UK tax audit for the tax years 2011-2018.

At the balance sheet date, the Group had unused tax losses of €1,352 million (2021: €4,649 million) and tax credits amounting to €893 million (2021:
€785 million) available for offset against future taxable profits. Of the reduction in unused tax losses €3,356 million relates to liquidation of the
entity concerned. Deferred tax assets have not been recognised in respect of unused tax losses of €668 million (2021: €4,247 million) and tax credits
of €448 million (2021: €418 million), as it is not probable that there will be future taxable profits within the entities against which the losses and
credits can be utilised. Of these losses, €196 million (2021: €254 million) have expiry dates, being corporate income tax losses in the US, Korea and
China which expire between now and 2038.
Where deferred tax assets have been recognised in respect of losses, the evidence considered includes the reason for the loss, potential planning
strategies to utilise the loss, including where permitted merger with other profitable entities and the availability of future taxable profits against
which the losses can be utilised. Profit forecasts used are consistent with those used in other areas of the business.
Deferred tax assets have not been recognised in respect of other deductible temporary differences of €269 million (2021: €1,651 million) as it is not
expected they will be utilised. Of these differences, €199 million (2021: €1,583 million) relates to limitation on the deduction of interest expenses.
There is no expiry date for these differences. Of the reduction, €1,387 million relates to liquidation of the entity concerned.
At the balance sheet date, the aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which
deferred tax liabilities have not been recognised was €2,420 million (2021: €2,247 million). No liability has been recognised in respect of these
differences because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in
the consolidated balance sheet:

€ million € million € million € million € million € million


Assets Assets Liabilities Liabilities
Deferred tax assets and liabilities 2022 2021 2022 2021 Total 2022 Total 2021
Pensions and similar obligations 195 322 (808) (976) (613) (654)
Provisions and accruals 489 426 252 300 741 726
Goodwill and intangible assets 105 453 (3,953) (3,901) (3,848) (3,448)
Accelerated tax depreciation (93) (66) (607) (534) (700) (600)
Tax losses 188 148 43 24 231 172
Fair value gains 1 (15) (43) (45) (42) (60)
Fair value losses – 5 36 (3) 36 2
Share-based payments 51 38 143 128 194 166
Lease liability 102 142 135 153 237 295
Right of use asset (92) (119) (109) (125) (201) (244)
Other 103 131 536 449 639 580
1,049 1,465 (4,375) (4,530) (3,326) (3,065)
Of which deferred tax to be recovered/(settled) after more than 12 months 700 1,194 (4,492) (4,684) (3,792) (3,490)

170 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

6C. Tax on items recognised in equity or other comprehensive income


Income tax is recognised in equity or other comprehensive income for items recognised directly in equity or other comprehensive income.

Tax effects directly recognised in equity or other comprehensive income were as follows:

€ million € million € million € million € million € million


Tax Tax
(charge)/ (charge)/
Before tax credit After tax Before tax credit After tax
Movements in 2022 and 2021 2022 2022 2022 2021 2021 2021
Gains/(losses) on:
Equity instruments at fair value through other comprehensive income 31 5 36 178 (12) 166
Cash flow hedges (121) 30 (91) 291 (12) 279
Remeasurement of defined benefit pension plans (537) 64 (473) 2,405 (671) 1,734
Currency retranslation gains/(losses) 547 67 614 1,237 (60) 1,177
(80) 166 86 4,111 (755) 3,356

7. Combined earnings per share


The combined earnings per share calculations are based on the average number of share units representing the combined ordinary shares of
NV and PLC in issue during the period, less the average number of shares held as treasury shares.
In calculating diluted earnings per share and underlying earnings per share, a number of adjustments are made to the number of shares,
principally, the exercise of share plans by employees.
Underlying earnings per share is calculated as underlying profit attributable to shareholders’ equity divided by the diluted average number of
ordinary shares. In calculating underlying profit attributable to shareholders’ equity, net profit attributable to shareholders’ equity is adjusted
to eliminate the post-tax impact of non-underlying items in operating profit and any other significant unusual items within net profit but not
operating profit.

Earnings per share for total operations for the 12 months were as follows:

€ € €
2022 2021 2020
Basic earnings per share 3.00 2.33 2.13
Diluted earnings per share 2.99 2.32 2.12
Underlying earnings per share 2.57 2.62 2.48

Millions of share units


(a)
Calculation of average number of share units 2022 2021 2020
Average number of shares: PLC 2,629.2 2,629.2 1,351.1
NV 0.0 0.0 1,278.1
Less: treasury shares held by employee share trusts and companies (81.0) (29.3) (8.9)
Average number of shares – used for basic earnings per share 2,548.2 2,599.9 2,620.3
Add: dilutive effect of share-based compensation plans 11.6 9.7 9.5
Diluted average number of shares – used for diluted and underlying earnings per share 2,559.8 2,609.6 2,629.8
(a) In the calculation of the weighted average number of share units, NV shares were included only for the period they were issued (until 29 November 2020). Following
Unification, all NV shares were cancelled and the shareholders of NV were issued PLC ordinary shares on a 1:1 ratio. Accordingly, there was no significant impact on the
average number of share units as a result of Unification.
€ million € million € million
Calculation of earnings Notes 2022 2021 2020
Net profit 8,269 6,621 6,073
Non-controlling interests (627) (572) (492)
Net profit attributable to shareholders’ equity – used for basic and diluted
earnings per share 7,642 6,049 5,581
Post-tax impact of non-underlying items 3 (1,074) 790 951
Underlying profit attributable to shareholders’ equity – used for underlying
earnings per share 6,568 6,839 6,532

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Consolidated Financial Statements Unilever Group

8. Dividends on ordinary capital


Dividends are recognised on the date that the shareholder’s right to receive payment is established. This is generally the date when the dividend
is declared.

€ million € million € million


Dividends on ordinary capital during the year 2022 2021 2020
PLC dividends (4,356) (4,458) (1,911)
NV dividends – – (2,389)
(4,356) (4,458) (4,300)

Four quarterly interim dividends were declared and paid during 2022, totalling £1.45 (2021: £1.48) per PLC ordinary share.
A quarterly dividend of €1,086 million (2021: €1,137 million) was declared on 9 February 2023, to be paid in March 2023; £0.38 per PLC ordinary share
(2021: £0.36). Total dividends declared in relation to 2022 were £1.48 (2021: £1.46) per PLC ordinary share.

9. Goodwill and intangible assets


Goodwill
Goodwill is initially recognised based on the accounting policy for business combinations (see note 21). Goodwill is subsequently measured at
cost less amounts provided for impairment. Goodwill acquired in a business combination is assessed to determine whether new cash generating
units (CGUs) are created, and if not, is allocated to the Group’s CGUs, or groups of CGUs (GCGUs) in line with the structure detailed below. These
might not always be the same as the CGUs or GCGUs that include the assets and liabilities of the acquired business.
Intangible assets
Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On acquisition of
new interests in group companies, Unilever recognises any specifically identifiable intangible assets separately from goodwill. These intangible
assets are initially measured at fair value as at the date of acquisition.
Expenditure to support development of internally produced intangible assets is recognised in profit or loss as incurred.
Indefinite-life intangibles mainly comprise trademarks and brands, for which there is no foreseeable limit to the period over which they are
expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of our brands and the
level of marketing support. These assets are not amortised but are subject to a review for impairment annually, or more frequently if events or
circumstances indicate this is necessary.
Finite-life intangible assets mainly comprise software, patented and non-patented technology, know-how and customer lists. These assets are
amortised on a straight-line basis in the income statement over the period of their expected useful lives, or the period of legal rights if shorter.
None of the amortisation periods exceeds ten years.
Cash generating units
For impairment testing purposes, the Group’s assets are grouped into Cash Generating Units (CGUs) which are the smallest identifiable group of
assets that generates largely independent cash inflows. From 1 July 2022, the Group has revised its CGUs to align with the Compass organisation
structure of Business Units and Global Business Units.
For the purpose of impairment testing, Goodwill is allocated to groups of CGUs (GCGUs) which are based on the five Business Groups since the
synergies acquired through a business combination benefit a Business Group as a whole rather than a specific Business Unit or Global Business
Unit. Cash inflows relating to indefinite-life intangible assets are identifiable at Business Unit or Global Business Unit level and are therefore
allocated to individual CGUs.
Impairment Review
The impairment test is performed by comparing the carrying value of the CGUs or GCGUs with their recoverable value. The recoverable value
is primarily based on value in use but also considers fair value less costs of disposal where relevant. Any impairment is charged to the income
statement as it arises.

172 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

9. Goodwill and intangible assets continued


€ million Finite-life intangible assets
Indefinite-life
Movements during 2022 Goodwill intangible assets Software Other Total
Cost
1 January 2022 21,489 17,681 3,189 1,114 43,473
(a)
Additions through business combinations 585 603 – – 1,188
Disposal of businesses (16) (4) (3) – (23)
Reclassification to held for sale – (25) (4) – (29)
Additions – – 251 2 253
Disposals and other movements – (2) (24) (5) (31)
Hyperinflationary adjustment 116 17 – – 133
Currency retranslation 592 246 (92) 26 772
31 December 2022 22,766 18,516 3,317 1,137 45,736
Accumulated amortisation and impairment
1 January 2022 (1,159) (211) (2,609) (903) (4,882)
Amortisation/impairment for the year – (146) (216) (93) (455)
Disposals and other movements 1 – 32 5 38
Currency retranslation 1 7 63 (19) 52
31 December 2022 (1,157) (350) (2,730) (1,010) (5,247)
(b)
Net book value 31 December 2022 21,609 18,166 587 127 40,489

€ million Finite-life intangible assets
Indefinite-life
Movements during 2021 Goodwill intangible assets Software Other Total
Cost
1 January 2021 20,118 15,420 2,819 1,074 39,431
Additions through business combinations 741 1,753 – 1 2,495
Disposal of businesses (2) – – – (2)
(c)
Reclassification to held for sale (534) (362) (7) – (903)
Additions – – 229 2 231
Disposals and other movements (18) – (44) (3) (65)
Hyperinflationary adjustment 96 7 – – 103
Currency retranslation 1,088 863 192 40 2,183
31 December 2021 21,489 17,681 3,189 1,114 43,473
Accumulated amortisation and impairment
1 January 2021 (1,176) (211) (2,282) (821) (4,490)
Amortisation/impairment for the year – – (222) (52) (274)
Disposals and other movements 18 1 48 2 69
Currency retranslation (1) (1) (153) (32) (187)
31 December 2021 (1,159) (211) (2,609) (903) (4,882)
Net book value 31 December 2021 20,330 17,470 580 211 38,591

(a) Includes the provisional fair value of goodwill and intangibles for acquisitions made in 2022 as well as subsequent changes in the fair value of goodwill and
intangibles for the acquisitions made in 2021 where the initial acquisition accounting was provisional at the end of 2021. See note 21 for further details.
(b) Within indefinite-life intangible assets there are five existing brands that have a significant carrying value: Horlicks €2,759 million (2021: €2,898 million), Knorr €1,839
million (2021: €1,803 million), Paula's Choice €1,764 million (2021: €1,660 million), Carver Korea €1,456 million (2021: €1,452 million) and Hellmann’s €1,261 million
(2021: €1,196 million).
(c) Goodwill and intangibles in relation to ekaterra amounting to €899 million were reclassified as held for sale.

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Consolidated Financial Statements Unilever Group

9. Goodwill and intangible assets continued

Significant CGUs
The goodwill and indefinite-life assets held in the GCGUs and CGUs shown below are considered significant within the total carrying amounts of
goodwill and indefinite-life intangible as at 31 December 2022.

2022 GCGUs
€ billion
Goodwill
Beauty & Wellbeing 4.9
Personal Care 4.1
Home Care 0.9
Nutrition 8.3
Ice Cream 3.4
Total GCGUs 21.6

2022 CGUs
€ billion
Indefinite- life
intangible assets
Nutrition South Asia 3.3
Nutrition Europe, ANZ & METU 1.4
Nutrition North America 1.0
Prestige 2.8
Beauty & Wellbeing North Asia 1.5
Health & Wellness 1.6
Total Significant CGUs 11.6
(a)
Others 6.6
Total CGUs 18.2
(a)
  Included within Others are individually insignificant amounts of intangible assets.

Key assumptions
In performing our annual impairment testing, the recoverable amount of each CGU has been calculated based on its value in use, estimated as the
present value of projected future cash flows. Each GCGU's value in use is based on the aggregated value in use of the CGUs grouped under the
respective GCGU.
Projected cash flows include specific estimates for a period of five years. The growth rates and operating margins used to estimate cash flows for
the five years are based on past performance and on the Group’s three-year strategic plan, de-risked to ensure reasonability and extended to
years four and five. The Group's three-year strategic plan factors in initiatives we are undertaking to reduce carbon emissions in line with our CTAP
and impacts of climate change on our operational costs. The growth rates used in this exercise for GCGUs and significant CGUs are set out below:

For the year 2022

Beauty &
Group of CGUs Wellbeing Personal Care Home Care Nutrition Ice Cream
Longer-term sustainable growth rates 3% 3% 4% 3% 3%
Average near-term nominal growth rates 6% 3% 4% 5% 6%

Nutrition Beauty &


Nutrition South Europe, ANZ & Nutrition North Wellbeing Health &
For the year 2022 Asia METU America Prestige North Asia Wellness
Longer-term sustainable growth rates 7% 2% 2% 2% 4% 2%
Average near-term nominal growth rates 7% 2% 4% 11% 3% 17%

The estimated cash flows after year five are extrapolated using a longer-term sustainable growth rate, which is determined as the lower of our own
three-year average growth projection and external forecasts for the relevant market.
In 2022, the projected cash flows are discounted using pre-tax discount rates. The discount rates are specific to each CGU and are determined
based on the weighted average cost of capital, including a market and country risk premium. Given the higher number of CGUs spread across
different markets, the CGU discount rates are in the range 7.4% – 11.8% (2021: 6.4% – 7.6%).
There are no reasonably possible changes in key assumptions that would cause the carrying amount of any CGU to exceed its recoverable amount.

Impairment of Dollar Shave Club (DSC)


DSC is a male grooming business offering a monthly membership subscription service which regularly delivers razors and other grooming products
directly to consumers by mail, and direct-selling through retail channels. The Group purchased DSC in 2016 and in 2022 it was identified as a CGU
following the changes in our CGU structure (see note 1).
As part of the 2022 annual impairment review in line with the process noted above, the group determined that the carrying value of DSC exceeded
its recoverable amount and a total impairment of €192 million was recognised.

174 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

10. Property, plant and equipment


The Group’s property, plant and equipment is comprised of owned assets (note 10A) and leased assets (note 10B). Property, plant and equipment
is measured at cost including eligible borrowing costs less depreciation and accumulated impairment losses.
Property, plant and equipment is subject to review for impairment if triggering events or circumstances indicate that this is necessary. If an
indication of impairment exists, the asset’s or cash generating unit’s recoverable amount is estimated and any impairment loss is charged to the
income statement as it arises.
Owned assets
Owned assets are initially measured at historical cost. Depreciation is provided on a straight-line basis over the expected average useful lives
of the assets. Residual values and useful lives are reviewed at least annually. The review of residual values and useful lives have taken into
consideration the impacts of climate change and the actions we undertake to mitigate and adapt against these climate-related risks and there
is no material impact on the income statement for this year. Estimated useful lives by major class of assets are as follows:
■ freehold buildings (no depreciation on freehold land) 40 years
■ leasehold land and buildings 40 years (or life of lease if less)
■ plant and equipment 2-20 years years
Leased assets
The cost of a leased asset is measured as the lease liability at inception of the lease contract and other direct costs less any incentives granted by
the lessor. The Group has not capitalised leases which are less than 12 months or leases of low-value assets. These mainly relate to IT equipment,
office equipment, furniture and fitting and other peripheral items. When a lease liability is remeasured, the related lease asset is adjusted by the
same amount.
Depreciation is provided on a straight-line basis from the commencement date of the lease to the end of the lease term.

€ million €  million
Property, plant and equipment Notes 2022 2021
Owned assets 10A 9,416 8,833
Leased assets 10B 1,354 1,514
Total 10,770 10,347

10A. Owned assets


€ million € million € million
Land and Plant and
Movements during 2022 buildings equipment Total
Cost
1 January 2022 4,266 14,462 18,728
Additions through business combinations – – –
Additions 391 1,065 1,456
Disposals and other movements (80) (858) (938)
Hyperinflationary adjustment 152 536 688
Reclassification as held for sale (11) (56) (67)
Currency retranslation (10) (41) (51)
31 December 2022 4,708 15,108 19,816
Accumulated depreciation
1 January 2022 (1,508) (8,387) (9,895)
Depreciation charge for the year (120) (897) (1,017)
Disposals and other movements 66 762 828
Hyperinflationary adjustment (36) (287) (323)
Reclassification as held for sale 6 18 24
Currency retranslation (7) (10) (17)
31 December 2022 (1,599) (8,801) (10,400)
(a)
Net book value 31 December 2022 3,109 6,307 9,416
Includes capital expenditures for assets under construction 104 960 1,064
(a) Includes €504 million of freehold land.

The Group has commitments to purchase property, plant and equipment of €356 million (2021: €386 million).

Unilever Annual Report and Accounts 2022 | Financial Statements 175


Consolidated Financial Statements Unilever Group

10A. Owned Assets continued


€ million € million € million
Land and Plant and
Movements during 2021 buildings equipment Total
Cost
1 January 2021 4,203 14,305 18,508
Additions through business combinations 1 2 3
Additions 100 1,008 1,108
Disposals and other movements (136) (764) (900)
Hyperinflationary adjustment 46 109 155
Reclassification as held for sale (131) (731) (862)
Currency retranslation 183 533 716
31 December 2021 4,266 14,462 18,728
Accumulated depreciation
1 January 2021 (1,440) (8,159) (9,599)
Depreciation charge for the year (137) (905) (1,042)
Disposals and other movements 93 650 743
Hyperinflationary adjustment (6) (50) (56)
Reclassification as held for sale 46 398 444
Currency retranslation (64) (321) (385)
31 December 2021 (1,508) (8,387) (9,895)
(a)
Net book value 31 December 2021 2,758 6,075 8,833
Includes capital expenditures for assets under construction 93 881 974
(a) Includes €380 million of freehold land.

10B. Leased assets


€ million € million € million
Land and Plant and
Movements during 2022 buildings equipment Total
Cost
1 January 2022 2,667 661 3,328
Additions through business combinations – – –
Additions 281 111 392
Disposals and other movements (303) (108) (411)
Hyperinflationary adjustment 3 – 3
Reclassification as held for sale 1 – 1
Currency retranslation 6 (14) (8)
31 December 2022 2,655 650 3,305
Accumulated depreciation
1 January 2022 (1,461) (353) (1,814)
Depreciation charge for the year (322) (118) (440)
Disposals and other movements 205 91 296
Reclassification as held for sale 2 – 2
Currency retranslation (4) 9 5
31 December 2022 (1,580) (371) (1,951)
Net book value 31 December 2022 1,075 279 1,354

176 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

10B. Leased Assets


€ million € million € million
Land and Plant and
Movements during 2021 buildings equipment Total
Cost
1 January 2021 2,639 768 3,407
Additions through business combinations 4 – 4
Additions 263 110 373
Disposals and other movements (259) (245) (504)
Hyperinflationary adjustment (18) – (18)
Reclassification as held for sale (61) (3) (64)
Currency retranslation 99 31 130
31 December 2021 2,667 661 3,328
Accumulated depreciation
1 January 2021 (1,311) (447) (1,758)
Depreciation charge for the year (307) (123) (430)
Disposals and other movements 177 233 410
Reclassification as held for sale 33 2 35
Currency retranslation (53) (18) (71)
31 December 2021 (1,461) (353) (1,814)
Net book value 31 December 2021 1,206 308 1,514

Our leases mainly comprise of land and buildings and plant and equipment. The Group leases land and buildings for manufacturing, warehouse
facilities and office space and also sublets some property. Plant and equipment includes leases for vehicles.
The Group has recognised in the income statement, a charge of €105 million (2021: €96 million) for short-term leases and €74 million (2021: €71
million) on leases for low-value assets.
During the year, the Group recognised income of €12 million (2021: €16 million) from sublet properties.
The total cash outflow relating to leases was €590 million (2021: €535 million).
Lease liabilities are shown in note 15 on pages 181 and 183.

11. Other non-current assets


Joint ventures are undertakings in which the Group has an interest and which are jointly controlled by the Group and one or more other parties.
Associates are undertakings where the Group has an investment in which it does not have control or joint control but can exercise
significant influence.
Interests in joint ventures and associates are accounted for using the equity method and are stated in the consolidated balance sheet at cost,
adjusted for the movement in the Group’s share of their net assets and liabilities. The Group’s share of the profit or loss after tax of joint ventures
and associates is included in the Group’s consolidated profit before taxation.
Where the Group’s share of losses exceeds its interest in the equity accounted investee, the carrying amount of the investment is reduced to zero
and the recognition of further losses is discontinued, except to the extent that the Group has an obligation to make payments on behalf of
the investee.

€ million € million
2022 2021
Interest in net assets of joint ventures 65 37
Interest in net assets of associates 19 23
(a)
Long-term trade and other receivables 520 499
(b)
Other non-current assets 338 415
942 974

(a) Including indirect tax receivables where we do not have the contractual right to receive payment within 12 months.
(b) Includes direct tax assets, withholding tax assets, interest on tax assets and contingent assets.

Unilever Annual Report and Accounts 2022 | Financial Statements 177


Consolidated Financial Statements Unilever Group

11. Other non-current assets continued


€ million € million
Movements during 2022 and 2021 2022 2021
(a)
Joint ventures
1 January 37 29
Additions 3 2
Dividends received/reductions (189) (171)
Share of net profit/(loss) 213 176
Currency retranslation 1 1
31 December 65 37
Associates
1 January 23 34
Additions 6 7
Dividend received/reductions (4) (32)
Share of net profit/(loss) (5) 15
Currency retranslation (1) (1)
31 December 19 23

(a) Our principal joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the US and Pepsi
Lipton International Ltd for the rest of the world.

The joint ventures and associates have no contingent liabilities to which the Group is exposed, and the Group has no contingent liabilities in
relation to its interests in the joint ventures and associates.
The Group has no outstanding capital commitments to joint ventures.
Outstanding balances with joint ventures and associates are shown in note 23 on page 203.

12. Inventories
Inventories are valued at the lower of weighted average cost and net realisable value. Cost comprises direct costs and, where appropriate, a
proportion of attributable production overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make
the sale.

€ million € million
Inventories 2022 2021
Raw materials and consumables 2,062 1,598
Finished goods and goods for resale 4,248 3,393
Total inventories 6,310 4,991
Provision for inventories (379) (308)
5,931 4,683

€ million € million
Provision for inventories 2022 2021
1 January 308 284
Charge to income statement 164 65
Reduction/(releases) (66) (56)
Currency translations (12) 9
(a)
Others (15) 6
31 December 379 308
(a) Others include the amount relating to the acquisition/disposal of businesses and transfers.

Inventories with a value of €189 million (2021: €163 million) are carried at net realisable value, this being lower than cost. During 2022, a total
expense of €407 million (2021: €281 million) was recognised in the income statement for inventory write-downs and losses.

178 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

13. Trade and other current receivables


Trade and other current receivables are initially recognised at fair value plus any directly attributable transaction costs. Subsequently, except for
derivatives (see note 16 on page 186), these assets are held at amortised cost, using the effective interest method and net of any impairment
losses. Discounts payable to customers are shown as a reduction in trade receivables when there is a legal right and intent to settle them on a
net basis.

We do not consider the fair values of trade and other current receivables to be significantly different from their carrying values. Concentrations
of credit risk with respect to trade receivables are limited, due to the Group’s customer base being large and diverse. Our historical experience of
collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a
single class of financial assets. Impairment for trade receivables are calculated for specific receivables with known or anticipated issues affecting
the likelihood of recovery and for balances past due with a probability of default based on historical data as well as relevant forward-
looking information.

€ million € million
Trade and other current receivables 2022 2021
Due within one year
Trade receivables 4,544 3,582
Prepayments and accrued income 969 492
Other receivables 1,543 1,348
7,056 5,422

Included within trade receivables are discounts due to our customers of €2,436 million (2021: €2,126 million). Other receivables comprise financial
assets of €317 million (2021: €354 million) and non-financial assets of €1,226 million (2021: €994 million). Financial assets include supplier and
customer deposits, employee advances and certain derivatives. Non-financial assets mainly consist of reclaimable sales tax of €753 million (2021:
€598 million).
€ million € million
Ageing of trade receivables 2022 2021
Not overdue 3,919 3,070
Past due less than three months 498 470
Past due more than three months but less than six months 96 75
Past due more than six months but less than one year 69 44
Past due more than one year 150 124
Total trade receivables 4,732 3,783
Impairment provision for trade receivables (188) (201)
4,544 3,582

The total impairment provision includes €188 million (2021: €201 million) for current trade receivables, €22 million (2021: €22 million) for other
current receivables and €68 million (2021: €63 million) for non-current trade and other receivables.

€ million € million
Impairment provision for total trade and other receivables 2022 2021
1 January 286 276
Charge to income statement 27 35
Reduction/releases (44) (31)
Reclassifications 4 (3)
Currency translations 5 9
31 December 278 286

Unilever Annual Report and Accounts 2022 | Financial Statements 179


Consolidated Financial Statements Unilever Group

14. Trade payables and other liabilities


Trade payables
Trade payables are initially recognised at fair value less any directly attributable transaction costs. Trade payables are subsequently measured
at amortised cost, using the effective interest method.
Other liabilities
Other liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent measurement depends on the
type of liability:
■ accruals are subsequently measured at amortised cost, using the effective interest method;

■ social security and sundry taxes are subsequently measured at amortised cost, using the effective interest method;

■ deferred consideration is subsequently measured at fair value with changes in the income statement as explained below; and

■ others are subsequently measured either at amortised cost, using the effective interest method or at fair value, with changes being recognised

in the income statement.

Deferred consideration
Deferred consideration represents any payments to the sellers of a business that occur after the acquisition date. These typically comprise
contingent consideration and fixed deferred consideration:
■ fixed deferred consideration is a payment with a due date after acquisition that is not dependent on future conditions; and

■ contingent consideration is a payment which is dependent on certain conditions being met in the future and is often variable.

All deferred consideration is initially recognised at fair value as at the acquisition date, which includes a present value discount. Subsequently,
deferred consideration is measured to reflect the unwinding of discount on the liability, with changes recognised in finance cost within the
income statement. In the balance sheet, it is remeasured to reflect the latest estimate of the achievement of the conditions on which the
consideration is based; changes in value other than the discount unwind are recognised as acquisition and disposal-related costs within non-
underlying items in the income statement.

We do not consider the fair values of trade payables and other liabilities to be significantly different from their carrying values.

€ million € million
Trade payables and other liabilities 2022 2021
Current: due within one year
Trade payables 11,100 8,896
Accruals 5,232 4,429
Social security and sundry taxes 626 447
Deferred consideration 78 44
Others 987 1,045
18,023 14,861
Non-current: due after more than one year
Accruals 141 91
Deferred consideration 102 152
Others 27 32
270 275
Total trade payables and other liabilities 18,293 15,136

Included within trade payables and other liabilities are discounts due to our customers of €2,121 million (2021: €1,878 million).
Included within others are IT and consulting services.
Deferred consideration
At 31 December 2022, the total balance of deferred consideration for acquisitions is €180 million (2021: €196 million), which includes contingent
consideration of €164 million (2021: €180 million). These contingent consideration payments are dependent on acquired businesses achieving
contractually agreed financial targets (mainly relates to cumulative increases in turnover and profit before tax) until 2025, with a maximum
contractual amount of €575 million.
Supplier financing arrangements for trade payables
Some of our suppliers elect to factor some of their receivables from the Group with financial institutions. In some instances, we provide suppliers
and/or banks with visibility of invoices approved for payment, which helps them receive cash from the bank before the invoice due date, if they
choose to do so. Payment dates and terms for Unilever do not vary based on whether the supplier chooses to factor their receivable. If a receivable
is purchased by a third-party bank, that third-party bank does not benefit from additional security when compared to the security originally
enjoyed by the supplier. The Group evaluates these arrangements to assess if the payable holds the characteristics of a trade payable or should
be classified as a financial liability. At 31 December 2022 and 31 December 2021, all such liabilities were classified as trade payables.

180 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

15. Capital and funding


Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
Share-based compensation
The Group operates a number of share-based compensation plans involving awards of ordinary shares. Full details of these plans are given in
note 4C on pages 167 and 168.
Unification reserve
The Group recognised a separate Unification Reserve within Equity as a result of PLC Share Premium that arose from Unification.
Other reserves
Other reserves include the fair value reserve, the foreign currency translation reserve, the capital redemption reserve and treasury shares.
Shares held by employee share trusts and group companies
An employee share trust and group companies purchase and hold shares to satisfy performance shares granted and other share awards (see
note 4C). The assets and liabilities of the trust and shares held by the trust and group companies are included in the consolidated financial
statements. The book value of shares held is deducted from other reserves, and the trust’s borrowings are included in the Group’s liabilities. The
costs of the trust are included in the results of the Group. The shares held by the trust and group companies are excluded from the calculation of
earnings per share.

Financial liabilities
Financial liabilities are initially recognised at fair value, less any directly related transaction costs. When bonds are designated as being part
of a fair value hedge relationship, in those cases bonds are carried at amortised cost, adjusted for the fair value of the risk being hedged, with
changes in value shown in the income statement. Put options are initially recognised at the present value of the expected gross obligation, with
changes in value being recognised in the income statement. Other financial liabilities, which includes put options, are subsequently carried at
amortised cost, with the exception of:
■ financial liabilities which the Group has elected to measure at fair value through profit or loss;

■ derivative financial liabilities – see note 16 on page 186; and

■ contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration is

subsequently measured at fair value through profit or loss.


Lease liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not yet paid at the start of the lease term. This is
discounted using an appropriate borrowing rate determined by the Group, where none is readily available in the lease contract. The lease
liability is subsequently reduced by cash payments and increased by interest costs. The lease liability is remeasured when the Group assesses
that there will be a change in the amount expected to be paid during the lease term.

The Group’s Treasury activities are designed to:


■ maintain a competitive balance sheet in line with at least A/A2 rating (see below);

■ secure funding at lowest costs for the Group’s operations, M&A activity and external dividend payments (see below);

■ protect the Group’s financial results and position from financial risks (see note 16);

■ maintain market risks within acceptable parameters, while optimising returns (see note 16); and

■ protect the Group’s financial investments, while maximising returns (see note 17).

The Treasury department provides central deposit-taking, funding and foreign exchange management services for the Group’s operations. The
department is governed by standards and processes which are approved by Unilever Leadership Executive (ULE). In addition to guidelines and
exposure limits, a system of authorities and extensive independent reporting covers all major areas of activity. Performance is monitored closely
by senior management. Reviews are undertaken periodically by corporate audit.
Key instruments used by the Treasury department are:
■ short-term and long-term borrowings;
■ cash and cash equivalents; and

■ plain vanilla derivatives, including interest rate swaps and foreign exchange contracts.

The Treasury department maintains a list of approved financial instruments. The use of any new instrument must be approved by the Chief
Financial Officer. The use of leveraged instruments is not permitted.
Unilever considers the following components of its balance sheet to be managed capital:
■ total equity – retained profit, other reserves, share capital, share premium, non-controlling interests (notes 15A and 15B);
■ short-term debt – current financial liabilities (note 15C); and

■ long-term debt – non-current financial liabilities (note 15C).

The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders through an
appropriate balance of debt and equity. The capital structure of the Group is based on management’s judgement of the appropriate balance of
key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
Our current long-term credit rating is A+/A1 and our short-term credit rating is A1/P1. We aim to maintain a competitive balance sheet which we
consider to be the equivalent of a credit rating of at least A/A2 in the long term. This provides us with:
■ appropriate access to the debt and equity markets;

■ sufficient flexibility for acquisitions;

■ sufficient resilience against economic and financial uncertainty while ensuring ample liquidity; and

■ optimal weighted average cost of capital, given the above constraints.

Unilever monitors the qualitative and quantitative factors utilised by the rating agencies. This information is publicly available and is updated by
the credit rating agencies on a regular basis.

Unilever Annual Report and Accounts 2022 | Financial Statements 181


Consolidated Financial Statements Unilever Group

15A. Share capital


£ million £ million
Unilever PLC 2022 2021
1 (a)
PLC ordinary shares of 3 /9 p each 81.8 81.8

Unilever Group € million € million


(b)
Euro equivalent in millions 91 92
(a) At 31 December 2022, 2,629,243,772 (2021: 2,629,243,772) of PLC ordinary shares were in issue.
(b) The ordinary share capital of PLC is translated using the conversion rate as at the date of Unification of £1 = €1.121.

For information on the rights of shareholders of PLC see the Corporate Governance report on pages 83 to 94.

15B. Equity
Basis of consolidation
Unilever is the majority shareholder of all material subsidiaries and has control in all cases. Information in relation to significant
subsidiaries is provided on page 204.
Subsidiaries with significant non-controlling interests
Unilever has one subsidiary company which has a material non-controlling interest, Hindustan Unilever Limited (HUL). Summary
financial information in relation to HUL is shown below.

€ million € million
HUL balance sheet as at 31 December 2022 2021
Non-current assets 6,354 6,616
Current assets 1,604 1,454
Current liabilities (1,258) (1,212)
Non-current liabilities (1,152) (1,231)
HUL comprehensive income for the year ended 31 December
Turnover 6,828 5,581
Profit after tax 1,190 977
Total comprehensive income 940 1,334

€ million € million
HUL cash flow for the year ended 31 December 2022 2021
Net increase/(decrease) in cash and cash-equivalents 95 (176)

HUL non-controlling interest


1 January (2,146) (1,978)
Share of (profit)/loss for the year ended 31 December (454) (372)
Other comprehensive income (3) (3)
Dividend paid to the non-controlling interest 395 326
Currency translation 97 (131)
Other movements in equity (4) 12
31 December (2,115) (2,146)

Analysis of other reserves


€ million € million € million
Total 2022 Total 2021 Total 2020
Fair value reserves – see following table 329 502 250
Currency retranslation of group companies – see following table (5,803) (6,043) (7,068)
Capital redemption reserve 21 21 21
Book value of treasury shares – see following table (282) (388) (483)
Repurchase of shares (4,527) (3,018) –
(a)
Other (542) (284) (202)
(10,804) (9,210) (7,482)
(a) Relates primarily to options to purchase non-controlling interest in subsidiaries.

Unilever acquired 34,217,605 of its own shares (2021: 62,976,145) through purchases on stock exchanges during the year.
At 31 December 2022, 2,727,097 shares were held by employee share ownership trust and 327,303 shares were held by other group companies in
connection with share-based compensation plans. The shares held by the employee share trust are shown as a deduction from other reserves. The
total number of treasury shares held in connection with share-based compensation plans at 31 December 2021 was 5,301,158 shares. (See note 4C
on pages 167 and 168).

182 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

15B. Equity continued


€ million € million
Treasury shares – movements during the year 2022 2021
1 January (3,406) (483)
Repurchase of shares (1,509) (3,018)
Other purchases and utilisations 106 95
31 December (4,809) (3,406)

€ million € million
Currency retranslation reserves – movements during the year 2022 2021
1 January (6,043) (7,068)
Currency retranslation of group companies net assets and liabilities during the year 212 176
Movement in net investment hedges and exchange differences in net investments in foreign operations 28 849
31 December (5,803) (6,043)

€ million € million
Fair value reserves – movements during the year 2022 2021
1 January 502 250
Movements in Other comprehensive income, net of tax
Gains/(losses) on equity instruments 45 147
Gains/(losses) on cash flow hedges (92) 276
Hedging gains/(losses) transferred to non-financial assets (126) (171)
31 December 329 502
Refer to the consolidated statement of comprehensive income on page 150, the consolidated statement of changes in equity on page 151, and
note 6C on page 171.

Remeasurement of defined benefit pension plans net of tax


€ million € million
2022 2021
1 January 803 (931)
Movement during the year (473) 1,734
31 December 330 803
Refer to the consolidated statement of comprehensive income on page 150, the consolidated statement of changes in equity on page 151, note 4B
from pages 162 to 167 and note 6C on page 171.

Currency retranslation gains/(losses) – movements during the year


€ million € million
2022 2021
1 January (6,497) (7,674)
Currency retranslation during the year:
Other reserves 240 1,025
Retained profit 487 3
Non-controlling interest (113) 149
31 December (5,883) (6,497)

Unilever Annual Report and Accounts 2022 | Financial Statements 183


Consolidated Financial Statements Unilever Group

15C. Financial liabilities


€ million € million € million € million € million € million
Non- Non-
(a)
Current Current Total Current Current Total
Financial liabilities 2022 2022 2022 2021 2021 2021
(b)
Bank loans and overdrafts 508 11 519 383 19 402
Bonds and other loans 4,723 21,789 26,512 6,313 21,308 27,621
Lease liabilities 340 1,068 1,408 365 1,284 1,649
Derivatives 102 529 631 85 99 184
(c)
Other financial liabilities 102 316 418 106 171 277
5,775 23,713 29,488 7,252 22,881 30,133
(a) For the purposes of this note and note 17A, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which
are covered in notes 13 and 14 respectively.
(b) Bank loans and overdrafts include €4 million (2021: Nil) of secured liabilities.
(c) Includes options and financial liabilities to acquire non-controlling interests in Myanmar, the US, Italy and Hong Kong, refer to note 21.

Reconciliation of liabilities arising from financing activities


Non-cash movement
Opening Business
balance acquisi- Foreign Fair Closing
at Cash tions/ exchange value Other balance at
(c)
1 January movement disposals changes changes movements 31 December
Movements in 2022 and 2021 € million € million € million € million € million € million € million
2022
(a)
Bank loans and overdrafts (402) (129) – 29 – (17) (519)
(a)
Bonds and other loans (27,621) 1,343 – (727) 490 3 (26,512)
(b)
Lease liabilities (1,649) 546 – 12 – (317) (1,408)
Derivatives (184) – – (2) (448) 3 (631)
(a)
Other financial liabilities (277) 4 – 17 108 (270) (418)
Total (30,133) 1,764 – (671) 150 (598) (29,488)

2021
(a)
Bank loans and overdrafts (411) (16) (2) – – 27 (402)
(a)
Bonds and other loans (24,585) (1,877) – (1,145) 37 (51) (27,621)
(b)
Lease liabilities (1,771) 471 (5) (65) – (279) (1,649)
Derivatives (315) – – (3) 124 10 (184)
(a)
Other financial liabilities (223) – – 13 – (67) (277)
Total (27,305) (1,422) (7) (1,200) 161 (360) (30,133)
(a) These cash movements are included within the following lines in the consolidated cash flow statement: net change in short-term borrowings, additional financial
liabilities and repayment of financial liabilities. The difference of €9 million (2021: €39 million) represents cash movements in overdrafts that are not included in
financing cash flows.
(b) Lease liabilities cash movement is included within capital element of lease payments in the consolidated cash flow statement. The difference of €28 million (2021: €7
million) represents gain or loss from termination and modification of lease contracts.
(c) Other movements includes financial liabilities of Nil (2021: €80 million), classified as held for sale, refer to note 22 for further details.

184 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

15C. Financial liabilities continued – Analysis of bonds and other loans


€ million Total 2022 Total 2021
Unilever PLC
1.125% Notes 2022 (£) – 417
1.375% Notes 2024 (£) 282 298
1.875% Notes 2029 (£) 281 296
1.500% Notes 2026 (£) 563 592
1.500% Notes 2039 (€) 646 647
(a)
2.125% Notes 2028 (£) 300 –
Commercial Paper (£) – 238
Total PLC 2,072 2,488
Other group companies
The Netherlands
1.625% Notes 2033 (€) 794 793
0.500% Notes 2022 (€) – 750
1.375% Notes 2029 (€) 745 745
1.125% Bonds 2027 (€) 698 697
1.125% Bonds 2028 (€) 696 695
0.875% Notes 2025 (€) 649 648
0.500% Bonds 2025 (€) 648 646
1.375% Notes 2030 (€) 644 644
0.375% Notes 2023 (€) 600 600
1.000% Notes 2027 (€) 599 598
1.000% Notes 2023 (€) 500 499
0.500% Notes 2023 (€) 500 499
0.500% Notes 2024 (€) 498 497
1.250% Notes 2025 (€) 999 999
1.750% Notes 2030 (€) 995 995
(a)
1.250% Notes 2031 (€) 539 –
(a)
2.250% Notes 2034 (€) 735 –
(a)
0.750% Notes 2026 (€) 458 –
1.750% Notes 2028 (€) 645 –
Commercial Paper (US $) – 1,320
Switzerland
Other 81 27
United States
5.900% Bonds 2032 (US $) 932 875
2.900% Notes 2027 (US $) 930 873
2.200% Notes 2022 (US $) – 750
3.500% Notes 2028 (US $) 742 697
2.000% Notes 2026 (US $) 651 612
3.125% Notes 2023 (US $) 516 484
3.000% Notes 2022 (US $) – 441
3.250% Notes 2024 (US $) 468 440
3.100% Notes 2025 (US $) 467 439
2.600% Notes 2024 (US $) 468 439
3.500% Bonds 2028 (US $) 465 437
3.375% Notes 2025 (US $) 327 307
7.250% Bonds 2026 (US $) 276 259
6.625% Bonds 2028 (US $) 221 206
5.600% Bonds 2097 (US $) 86 80
2.125% Notes 2029 (US $) 790 743
2.600% Notes 2024 (US $) 473 448
(a)
1.375% Notes 2030 (US $) 368 409
0.375% Notes 2023 (US $) 469 441
0.626% Notes 2024 (US $) 469 441
2.625% Notes 2051 (US $) 598 563
(a)
1.750% Notes 2031 (US $) 644 727
Commercial Paper (US $) 2,057 2,370
Total other group companies 24,440 25,133
Total bonds and other loans 26,512 27,621

(a) Bonds includes €(537) million (2021: €(47)million) fair value adjustment following the fair value hedge accounting of fixed-for-floating interest rate swaps.

Information in relation to the derivatives used to hedge bonds and other loans within a fair value hedge relationship is shown in note 16.

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Consolidated Financial Statements Unilever Group

16. Treasury risk management


Derivatives and hedge accounting
Derivatives are measured at fair value with any related transaction costs expensed as incurred. The treatment of changes in the value of
derivatives depends on their use as explained below.
(a)
(i) Fair value hedges
Certain derivatives are held to hedge the risk of changes in value of a specific bond or other loan. In these situations, the Group designates the
liability and related derivative to be part of a fair value hedge relationship. The carrying value of the bond is adjusted by the fair value of the
risk being hedged, with changes going to the income statement. Gains and losses on the corresponding derivative are also recognised in the
income statement. The amounts recognised are offset in the income statement to the extent that the hedge is effective. Ineffectiveness may
occur if the critical terms do not exactly match, or if there is a value adjustment resulting from a change in credit risk (in either the Group or
the counter-party to the derivative) that is not matched by the hedged item. When the relationship no longer meets the criteria for hedge
accounting, the fair value hedge adjustment made to the bond is amortised to the income statement using the effective interest method.
(a)
(ii) Cash flow hedges
Derivatives are also held to hedge the uncertainty in timing or amount of future forecast cash flows. Such derivatives are classified as being
part of cash flow hedge relationships. For an effective hedge, gains and losses from changes in the fair value of derivatives are recognised in
equity. Cost of hedging, where material and opted for, is recorded in a separate account within equity. Any ineffective elements of the hedge
are recognised in the income statement. Ineffectiveness may occur if there are changes to the expected timing of the hedged transaction. If the
hedged cash flow relates to a non-financial asset, the amount accumulated in equity is subsequently included within the carrying value of that
asset. For other cash flow hedges, amounts deferred in equity are taken to the income statement at the same time as the related cash flow.
When a derivative no longer qualifies for hedge accounting, any cumulative gain or loss remains in equity until the related cash flow occurs.
When the cash flow takes place, the cumulative gain or loss is taken to the income statement. If the hedged cash flow is no longer expected to
occur, the cumulative gain or loss is taken to the income statement immediately.
(a)
(iii) Net investment hedges
Certain derivatives are designated as hedges of the currency risk on the Group’s investment in foreign subsidiaries. The accounting policy for
these arrangements is set out in note 1.
(iv) Derivatives for which hedge accounting is not applied
Derivatives not classified as hedges are held in order to hedge certain balance sheet items and commodity exposures. No hedge accounting is
applied to these derivatives, which are carried at fair value with changes being recognised in the income statement.

(a) Applying hedge accounting has not led to material ineffectiveness being recognised in the income statement for both 2022 and 2021. Fair value changes on basis
spread is recorded in a separate account within equity.

The Group is exposed to the following risks that arise from its use of financial instruments, the management of which is described in the
following sections:
■ liquidity risk (see note 16A);

■ market risk (see note 16B); and

■ credit risk (see note 17B).

The Group’s risk management framework is established to set appropriate risk limits and controls, and to maintain adherence to these limits.

16A. Management of liquidity risk


Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to managing
liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this,
management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Group’s
credit rating, impair investor confidence and also restrict the Group’s ability to raise funds.
The Group’s funding strategy was supported by cash delivery from the business, coupled with the proceeds from bond issuances. Surplus cash
balances have been invested conservatively with low-risk counter-parties at maturities of primarily less than six months. In its liquidity assessment,
the Group does not consider any supplier financing arrangements as these arrangements are non-recourse to Unilever and supplier payment
dates and terms for Unilever do not vary based on whether the supplier chooses to use such financing arrangements.
Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The Group seeks to
manage its liquidity requirements by maintaining access to global debt markets through short-term and long-term debt programmes. In addition,
Unilever has committed credit facilities for general corporate use.
On 31 December 2022, Unilever had undrawn revolving 364-day bilateral credit facilities in aggregate of $5,200 million and €2,550 million (2021:
$7,965 million) with a 364-day term out. As part of the regular annual process, the intention is that these facilities will again be renewed in 2023.
The additional undrawn revolving 364-day bilateral credit facilities of €1,500 million as on 31 December 2021 were cancelled in 2022.

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16A. Management of liquidity risk continued


The following table shows Unilever’s contractually agreed undiscounted cash flows, including expected interest payments, which are payable
under financial liabilities at the balance sheet date:

€ million € million € million € million € million € million € million € million


Net carrying
Due Due Due Due amount as
Due between between between between Due shown in
within 1 and 2 and 3 and 4 and after balance
Undiscounted cash flows 1 year 2 years 3 years 4 years 5 years 5 years Total sheet
2022
Non-derivative financial liabilities:
Bank loans and overdrafts (529) (5) – – – (7) (541) (519)
Bonds and other loans (5,220) (3,102) (3,494) (2,369) (2,541) (14,176) (30,902) (26,512)
Lease liabilities (397) (320) (245) (196) (144) (347) (1,649) (1,408)
Other financial liabilities (104) (27) (290) – – – (421) (418)
Trade payables, accruals and other
liabilities (17,166) (74) (28) (16) (12) (38) (17,334) (17,334)
Deferred consideration (79) (96) (14) – – – (189) (180)
(23,495) (3,624) (4,071) (2,581) (2,697) (14,568) (51,036) (46,371)
Derivative financial liabilities:
Interest rate derivatives: (529)
Derivative contracts – receipts 59 59 59 59 55 249 540
Derivative contracts – payments (106) (159) (142) (133) (114) (483) (1,137)
Foreign exchange derivatives: (217)
Derivative contracts – receipts 8,244 – – – – – 8,244
Derivative contracts – payments (8,469) – – – – – (8,469)
Commodity derivatives: (38)
Derivative contracts – receipts – – – – – – –
Derivative contracts – payments (38) – – – – – (38)
(310) (100) (83) (74) (59) (234) (860) (784)
Total (23,805) (3,724) (4,154) (2,655) (2,756) (14,802) (51,896) (47,155)
2021
Non-derivative financial liabilities:
Bank loans and overdrafts (389) (1) (14) – – (7) (411) (402)
Bonds and other loans (6,759) (2,944) (2,942) (3,382) (1,786) (13,589) (31,402) (27,621)
Lease liabilities (426) (345) (276) (228) (176) (488) (1,939) (1,649)
Other financial liabilities (106) (33) (25) (199) – – (363) (277)
Trade payables, accruals and other
(14,319) (48) (20) (12) (10) (33) (14,442) (14,442)
liabilities
Deferred consideration (57) (69) (91) (9) – – (226) (196)
(22,056) (3,440) (3,368) (3,830) (1,972) (14,117) (48,783) (44,587)
Derivative financial liabilities:
Interest rate derivatives: (121)
Derivative contracts – receipts 815 56 492 45 45 986 2,439
Derivative contracts – payments (811) (38) (499) (39) (39) (1,043) (2,469)
Foreign exchange derivatives: (113)
Derivative contracts – receipts 7,371 100 – – – – 7,471
Derivative contracts – payments (7,505) (103) – – – – (7,608)
Commodity derivatives: (1)
Derivative contracts – receipts – – – – – – –
Derivative contracts – payments (1) – – – – – (1)
(131) 15 (7) 6 6 (57) (168) (235)
Total (22,187) (3,425) (3,375) (3,824) (1,966) (14,174) (48,951) (44,822)

The Group has sublet a small proportion of leased properties. Related future minimum sublease payments are €42 million (2021: €53 million).

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Consolidated Financial Statements Unilever Group

16A. Management of liquidity risk continued


The following table shows cash flows for which cash flow hedge accounting is applied. The derivatives in the cash flow hedge relationships are
expected to have an impact on profit and loss in the same periods as the cash flows occur.

€ million € million € million € million € million € million € million € million

Due Due Due Due Net carrying


Due between between between between Due amount of
within 1 and 2 and 3 and 4 and after related
(a)
1 year 2 years 3 years 4 years 5 years 5 years Total derivatives
2022
Foreign exchange cash inflows 3,100 – – – – – 3,100 –
Foreign exchange cash outflows (3,180) – – – – – (3,180) (48)
Interest rate swaps cash inflows 564 502 27 27 952 – 2,072 119
Interest rate swaps cash outflows (464) (473) (13) (13) (923) – (1,886) –
Commodity contracts cash inflows 6 – – – – – 6 6
Commodity contracts cash outflows (38) – – – – – (38) (38)
2021
Foreign exchange cash inflows 3,118 – – – – – 3,118 –
Foreign exchange cash outflows (3,073) – – – – – (3,073) 67
Interest rate swaps cash inflows 1,170 530 473 26 26 896 3,121 –
Interest rate swaps cash outflows (1,147) (464) (473) (13) (13) (923) (3,033) (19)
Commodity contracts cash inflows 45 – – – – – 45 45
Commodity contracts cash outflows (1) – – – – – (1) (1)
(a) See note 16C.

16B. Management of market risk


Unilever’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
■ commodity price risk;

■ currency risk; and

■ interest rate risk.

The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The objective of the Group’s management
of market risk is to maintain this risk within acceptable parameters, while optimising returns. Generally, the Group applies hedge accounting to
manage the volatility in income statement arising from market risk.
Where the Group uses hedge accounting to mitigate the above risks, it is normally implemented centrally by either the Treasury or Commodity
Risk Management teams, in line with their respective frameworks and strategies. Hedge effectiveness is determined at the inception of the hedge
relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship continues to exist between
the hedged item and hedging instrument. The Group generally enters into hedge relationships where the critical terms of the hedging instrument
match exactly with the hedged item, meaning that the economic relationship between the hedged item and hedging instrument is evident, so
only a qualitative assessment is performed. When a qualitative assessment is not considered sufficient, for example when the critical terms of the
hedging instrument do not match exactly with the hedged item, a quantitative assessment of hedge effectiveness will also be performed. The
hedge ratio is set on inception for all hedge relationships and is dependent on the alignment of the critical terms of the hedging instrument to
the hedged item (in most instances these are matched, so the hedge ratio is 1:1).

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16B. Management of market risk continued


The Group’s exposure to, and management of, these risks is explained below. It often includes derivative financial instruments, the uses of which
are described in note 16C.

 Potential impact of risk  Management policy and Sensitivity to the risk 


hedging strategy 
(i) Commodity price risk The Group uses commodity forwards, futures, A 10% increase in commodity prices as at
The Group is exposed to the risk of changes in swaps and option contracts to hedge against 31 December 2022 would have led to
commodity prices in relation to its purchase of this risk. All commodity forward contracts a €58 million gain on the commodity
certain raw materials. hedge future purchases of raw materials and derivatives in the cash flow hedge reserve
the contracts are settled either in cash or by (2021: €61 million gain in the cash flow
At 31 December 2022, the Group had hedged
physical delivery. hedge reserve).
its exposure to future commodity purchases
with commodity derivatives valued at The Group also hedges risk components of A decrease of 10% in commodity prices on
€576 million (2021: €570 million). commodities where it is not possible to hedge a full-year basis would have the equal but
the commodity in full. This is done with opposite effect.
Hedges of future commodity purchases
reference to the contract to purchase the
resulted in cumulative gain of €197 million
hedged commodity.
(2021: gain of €153 million) being reclassified
to the income statement and gain of Commodity derivatives are generally
€103 million (2021: gain of €114 million) designated as hedging instruments in
being recognised as a basis adjustment to cash flow hedge accounting relations. All
inventory purchased. commodity derivative contracts are done
in line with approvals from the Global
Commodity Executive which is chaired by the
Unilever Chief Business Operations Officer
(CBOO) or the Global Commodity Operating
Team which is chaired by the Chief
Procurement Officer.

(ii) Currency risk The Group manages currency exposures within As an estimation of the approximate impact
Currency risk on sales, purchases and prescribed limits, mainly through the use of of the residual risk, with respect to financial
borrowings forward foreign currency exchange contracts. instruments, the Group has calculated the
impact of a 10% change in exchange rates.
Because of Unilever’s global reach, it is subject Operating companies manage foreign
to the risk that changes in foreign currency exchange exposures within prescribed limits. Impact on income statement
values impact the Group’s sales, purchases
The aim of the Group’s approach to A 10% strengthening of the foreign currencies
and borrowings.
management of currency risk is to leave the against the respective functional currencies
At 31 December 2022, the exposure to the Group with no material residual risk. of group companies would have led to
Group from companies holding financial approximately an additional €32 million
assets and liabilities other than in their loss in the income statement (2021:
functional currency amounted to €315 million €23 million loss).
(2021: €230 million).
A 10% weakening of the foreign currencies
against the respective functional currencies
of group companies would have led to an
equal but opposite effect.
Impact on equity – trade-related cash flow
hedges
A 10% strengthening of foreign currencies
against the respective functional currencies
of group companies hedging future trade
cash flows and applying cash flow hedge
accounting, would have led to €99 million
loss (2021: €113 million loss) in equity.
A 10% weakening of the same would have
led to an equal but opposite effect.

As at year end, the Group had the below


notional amount of currency derivatives
outstanding to which cash flow hedge
accounting is applied:
Currency 2022 2021

EUR* (958) (922)


GBP (408) (449)
USD 764 699
SEK (103) (98)
CAD (86) (105)
PLN (64) (54)
Others (136) (205)
Total (991) (1,134)
* Euro exposure relates to group companies having
non-euro functional currencies.

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Consolidated Financial Statements Unilever Group

16B. Management of market risk continued

 Potential impact of risk  Management policy and Sensitivity to the risk 


hedging strategy 
Currency risk on the Group’s net investments Unilever aims to minimise this currency risk on Impact on equity – net investment hedges
the Group’s net investment exposure by
The Group is also subject to currency risk A 10% strengthening of the euro against
borrowing in local currency in the operating
in relation to the translation of the net other currencies would have led to
companies themselves. In some locations,
investments of its foreign operations into €280 million (2021: €303 million) loss in the
however, the Group’s ability to do this is
euros for inclusion in its consolidated equity on the net investment hedges used
inhibited by local regulations, lack of local
financial statements. to manage the currency exposure on the
liquidity or by local market conditions.
Group’s investments.
These net investments include Group financial
Treasury may decide on a case-by-case basis
loans, which are monetary items that form A 10% weakening of the euro against other
to actively hedge the currency exposure from
part of our net investment in foreign currencies would have led to an equal but
net investment in foreign operations. This is
operations, of €13.0 billion (2021: €9.9 billion), opposite effect.
done either through additional borrowings
of which €8.8 billion (2021: €5.9 billion) is
in the related currency, or through the use Impact on equity – net investments in group
denominated in GBP. In accordance with
of forward foreign exchange contracts. companies
IAS 21, the exchange differences on these
financial loans are booked through reserves. Where local currency borrowings, or forward A 10% strengthening of the euro against all
contracts, are used to hedge the currency risk other currencies would have led to €2,370
Part of the currency exposure on the Group’s
in relation to the Group’s net investment in million negative retranslation effect (2021:
investments is also managed using USD net
foreign subsidiaries, these relationships are €2,363 million negative retranslation effect).
investment hedges with a nominal value of
designated as net investment hedges for
€2.8 billion (2021: €3.0 billion) for USD. A 10% weakening of the euro against all
accounting purposes.
other currencies would have led to an equal
At 31 December 2022, the net exposure of the
Exchange risk related to the principal amount but opposite effect.
net investments in foreign currencies amounts
of the USD denominated debt either forms part
to €23.7 billion (2021: €23.6 billion). In line with accepted hedge accounting
of hedging relationship itself, or is hedged
through forward contracts. treatment and our accounting policy for
financial loans, the retranslation differences
would be recognised in equity.
(a)
(iii) Interest rate risk Unilever’s interest rate management approach Impact on income statement
The Group is exposed to market interest rate aims for an optimal balance between fixed
Assuming that all other variables remain
fluctuations on its floating-rate debt. Increases and floating-rate interest rate exposures on
constant, a 1.0 percentage point increase in
in benchmark interest rates could increase the expected financial liabilities. The objective of
floating interest rates on a full-year basis as
interest cost of our floating-rate debt and this approach is to minimise annual
at 31 December 2022 would have led to an
increase the cost of future borrowings. The interest costs.
additional €85 million of additional finance
Group’s ability to manage interest costs also
This is achieved either by issuing fixed or cost (2021: €77 million additional finance
has an impact on reported results.
floating-rate long-term debt, or by modifying costs).
The Group does not have any material floating interest rate exposure through the use of
A 1.0 percentage point decrease in floating
interest-bearing financial assets or any interest rate swaps.
interest rates on a full-year basis would have
significant long-term fixed interest-bearing
The majority of the Group’s existing interest led to an equal but opposite effect.
financial assets. Consequently, the Group’s
rate derivatives are designated as cash flow
interest rate risk arises mainly from financial Impact on equity – cash flow hedges
hedges and are expected to be effective. The
liabilities other than lease liabilities.
fair value movement of these derivatives is Assuming that all other variables remain
Taking into account the impact of interest rate recognised in the income statement, along constant, a 1.0 percentage point increase
swaps, at 31 December 2022, interest rates with any changes in the relevant fair value of in interest rates on a full-year basis as at 31
were fixed on approximately 68% of the the underlying hedged asset or liability. December 2022 would have led to an
expected financial liabilities (excluding lease additional €1 million credit in equity from
liabilities) for 2023, and 59% for 2024 (75% for derivatives in cash flow hedge relationships
2022 and 70% for 2023 at 31 December 2021). (2021: €3 million credit).
As at 31 December 2022, the Group had A 1.0 percentage point decrease in interest
$2,050 million (2021: $3,300 million) of rates on a full-year basis would have led to
outstanding cross-currency interest rate swaps an additional €1 million debit in equity from
(on which cash flow hedge accounting is derivatives in cash flow hedge relationships
applied). (2021: €4 million debit).

As at 31 December 2022, the Group had the


below notional amount of outstanding fixed-
to-float interest rate swaps on which fair value
hedge accounting is applied:
€ million € million
Currency 2022 2021

EUR 2,000 –
USD 1,267 1,192
GBP 339 –
Total 3,606 1,192

For interest management purposes,


transactions with a maturity shorter than six
months from inception date are not included
as fixed interest transactions.
The average interest rate on short-term
borrowings in 2022 was 1.2% (2021: 0.7%).

(a) See the weighted average amount of financial liabilities with fixed-rate interest shown in the following table.

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16B. Management of market risk continued


The following table shows the split in fixed and floating-rate interest exposures, taking into account the impact of interest rate swaps and
cross-currency swaps:

€ million € million
2022 2021
Current financial liabilities (5,775) (7,252)
Non-current financial liabilities (23,713) (22,881)
Total financial liabilities (29,488) (30,133)
Less: lease liabilities (1,408) (1,649)
Financial liabilities (excluding lease liabilities) 28,080 28,484
Of which:
Fixed rate (weighted average amount of fixing for the following year) (19,594) (20,787)

16C. Derivatives and hedging


The Group does not use derivative financial instruments for speculative purposes. The uses of derivatives and the related values of derivatives are
summarised in the following table. Derivatives used to hedge:

€ million € million € million € million € million € million € million


Trade
Trade Current Non-Current payables Current Non-Current
and other financial financial and other financial financial
receivables assets assets liabilities liabilities liabilities Total
31 December 2022
Foreign exchange derivatives
Fair value hedges – – – – – – –
Cash flow hedges 32 – – (80) – – (48)
Hedges on the net investment in foreign (a)
operations – – – – (92) – (92)
(a) (a)
Hedge accounting not applied 51 163 – (35) (10) – 169
Interest rate derivatives
Fair value hedges – – – – – (522) (522)
Cash flow hedges – 75 51 – – (7) 119
Hedge accounting not applied – – – – – – –
Commodity contracts
Cash flow hedges 6 – – (38) – – (32)
Hedge accounting not applied – – – – – – –
89 238 51 (153) (102) (529) (406)
Total assets 378 Total liabilities (784) (406)
31 December 2021
Foreign exchange derivatives
Fair value hedges – – – – – – –
Cash flow hedges 100 – – (33) – – 67
Hedges on the net investment in foreign
(a)
operations – 112 – – – – 112
Hedge accounting not applied 16 (47) (a) – (17) (61) (a) (2) (111)
Interest rate derivatives
Fair value hedges – – – – – (39) (39)
Cash flow hedges – 11 52 – (24) (58) (19)
Hedge accounting not applied – – – – – – –
Commodity contracts
Cash flow hedges 45 – – (1) – – 44
Hedge accounting not applied – – – – – – –
161 76 52 (51) (85) (99) 54
Total assets 289 Total liabilities (235) 54
 

(a) Swaps that hedge the currency risk on intra-group loans and offset ‘Hedges of net investments in foreign operations’ are included within ‘Hedge accounting not
applied’. See below for further details.

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Consolidated Financial Statements Unilever Group

16C. Derivatives and hedging continued

Master netting or similar agreements


A number of legal entities within the Group enter into derivative transactions under International Swaps and Derivatives Association (ISDA) master
netting agreements. In general, under such agreements the amounts owed by each counter-party on a single day in respect of all transactions
outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other. In certain circumstances,
such as when a credit event such as a default occurs, all outstanding transactions under the agreement are terminated, the termination value
is assessed and only a single net amount is payable in settlement of all transactions.
The ISDA agreements do not meet the criteria for offsetting the positive and negative values in the consolidated balance sheet. This is because the
Group does not have a legally enforceable right to offset recognised amounts against counterparties, as the right to offset is enforceable only
upon the occurrence of credit events such as a default.
The column ‘Related amounts not set off in the balance sheet – Financial instruments’ shows the netting impact of our ISDA agreements, assuming
the agreements are respected in the relevant jurisdiction.
(i) Financial assets
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements.

Related amounts not set


off in the balance sheet
€ million € million € million € million € million € million
Gross amounts
of recognised Net amounts of
Gross amounts of financial assets financial assets Cash
recognised set off in the presented in the Financial collateral
As at 31 December 2022 financial assets balance sheet balance sheet instruments received Net amount
Derivative financial assets 449 (71) 378 (272) (81) 25
As at 31 December 2021
Derivative financial assets 401 (112) 289 (107) (27) 155

(ii) Financial liabilities


The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.

Related amounts not set


off in the balance sheet

€ million € million € million € million € million € million


Gross amounts
of recognised Net amounts
Gross amounts financial of financial
of recognised liabilities liabilities Cash
financial set off in the presented in the Financial collateral
As at 31 December 2022 liabilities balance sheet balance sheet instruments received Net amount
Derivative financial liabilities (855) 71 (784) 272 – (512)
As at 31 December 2021
Derivative financial liabilities (347) 112 (235) 107 – (128)

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17. Investment and return


Cash and cash equivalents
Cash and cash equivalents in the balance sheet include deposits, investments in money market funds and highly liquid investments. To be
classified as cash and cash equivalents, an asset must:
■ be readily convertible into cash;

■ have an insignificant risk of changes in value; and

■ have a maturity period of typically three months or less at acquisition.

Cash and cash equivalents in the cash flow statement also include bank overdrafts and are recorded at amortised cost.

Other financial assets


The Group classifies its financial assets into the following measurement categories:
■ those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
■ those to be measured at amortised cost.

This classification depends on our business model for managing the financial asset and the contractual terms of the cash flows.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in the income statement.
All financial assets are either debt instruments or equity instruments. Debt instruments are those that provide the Group with a contractual right
to receive cash or another asset. Equity instruments are those where the Group has no contractual right to receive cash or another asset.

Debt instruments
The subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories that debt instruments are classified as:
■ financial assets at amortised cost;

■ financial assets at fair value through other comprehensive income; or

■ financial assets at fair value through profit or loss.

(i) Amortised cost


Assets measured at amortised cost are those which are held to collect contractual cash flows on the repayment of principal or interest (SPPI).
A gain or loss on a debt investment recognised at amortised cost on derecognition or impairment is recognised in the income statement. Interest
income is recognised within finance income using the effective interest rate method.
(ii) Fair value through other comprehensive income
Assets that are held at fair value through other comprehensive income are those that are held to collect contractual cash flows on the
repayment of principal and interest and which are held to recognise a capital gain through the sale of the asset. Movements in the carrying
amount are recognised in other comprehensive income except for the recognition of impairment, interest income and foreign exchange gains or
losses which are recognised in the income statement. On derecognition, the cumulative gain or loss recognised in other comprehensive income
is reclassified from equity to the income statement. Interest income is included in finance income using the effective interest rate method.
(iii) Fair value through profit or loss
Assets that do not meet the criteria for either amortised cost or fair value through other comprehensive income are measured as fair value
through profit or loss. Related transaction costs are expensed as incurred. Unless they form part of a hedging relationship, these assets are held
at fair value, with changes being recognised in the income statement. Interest income from these assets is included within finance income.

Equity instruments
The Group subsequently measures all equity instruments at fair value. Where the Group has elected to present fair value gains and losses on
equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends
from these investments continue to be recognised in the income statement.
Impairment of financial assets
Financial instruments classified as amortised cost and debt instruments classified as fair value through other comprehensive income are
assessed for impairment. The Group assesses the probability of default of an asset at initial recognition and then whether there has been a
significant increase in credit risk on an ongoing basis.
To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at the reporting
date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking
information. Macroeconomic information (such as market interest rates or growth rates) is also considered.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with
the company. Impairment losses on assets classified as amortised cost are recognised in the income statement. When a later event causes the
impairment losses to decrease, the reduction in impairment loss is also recognised in the income statement. Permanent impairment losses on
debt instruments classified as fair value through other comprehensive income are recognised in the income statement.

Unilever Annual Report and Accounts 2022 | Financial Statements 193


Consolidated Financial Statements Unilever Group

17A. Financial assets


The Group’s Treasury function aims to protect the Group’s financial investments, while maximising returns. The fair value of financial assets is
considered to be the same as the carrying amount for 2022 and 2021. The Group’s cash resources and other financial assets are shown below.

€ million € million € million € million € million € million


Current Non-current Total Current Non-current Total
(a)
Financial assets 2022 2022 2022 2021 2021 2021
Cash and cash equivalents
Cash at bank and in hand 2,553 – 2,553 2,505 – 2,505
(b)
Short-term deposits 1,743 – 1,743 811 – 811
Other cash equivalents 30 – 30 99 – 99
4,326 – 4,326 3,415 – 3,415
Other financial assets
(c)
Financial assets at amortised cost 772 232 1,004 750 208 958
Financial assets at fair value through other comprehensive
(d)
income – 407 407 1 526 527
Financial assets at fair value through profit or loss:
Derivatives 238 51 289 76 52 128
(e)
Other 425 464 889 329 412 741
1,435 1,154 2,589 1,156 1,198 2,354
Total 5,761 1,154 6,915 4,571 1,198 5,769
(a) For the purposes of this note and note 15C, financial assets and liabilities exclude trade and other current receivables and trade payables and other liabilities which
are covered in notes 13 and 14 respectively.
(b) Short-term deposits typically have maturity of up to 3 months.
(c) Current financial assets at amortised cost include short-term deposits with banks with maturities longer than three months excluding deposits which are part of
a recognised cash management process and loans to joint venture entities. Non-current financial assets at amortised cost include judicial deposits of €199 million
(2021: €157 million).
(d) Included within non-current financial assets at fair value through other comprehensive income are equity investments of €402 million (2021: €521 million). These
investments are not held by Unilever for trading purposes and hence the Group has opted to recognise fair value movements through other comprehensive income.
The fair value movement in 2022 of these equity investments was €41 million (2021: €174 million).
(e) Current other financial assets at fair value through profit or loss include money market funds, marketable securities and other capital market instruments. Included
within non-current financial assets at fair value through profit or loss are assets in a trust to fund benefit obligations in the US (see also note 4B) of €39 million (2021:
€38 million), option to acquire non-controlling interest in subsidiaries of €41 million (2021: €43 million) and investments in a number of companies and financial
institutions in North America, North Asia, South Asia and Europe.

There were no significant changes on account of change in business model in classification of financial assets since 31 December 2021.
There are no financial assets that are designated at fair value through profit or loss, which would otherwise have been measured at fair value
through other comprehensive income.

€ million € million
Cash and cash equivalents reconciliation to the cash flow statement 2022 2021
Cash and cash equivalents per balance sheet 4,326 3,415
Less: Bank overdrafts (101) (106)
Add: Cash and cash equivalents included in assets held for sale – 90
Less: Bank overdraft included in liabilities held for sale – (12)
Cash and cash equivalents per cash flow statement 4,225 3,387

Approximately €1.1 billion (or 26%) of the Group’s cash and cash equivalents are held in the parent and central finance companies, for maximum
flexibility. These companies provide loans to our subsidiaries that are also funded through retained earnings and third-party borrowings. The
Group maintain access to global debt markets through an infrastructure of short-and long-term debt programmes. The Group make use of plain
vanilla derivatives, such as interest rate swaps and foreign exchange contracts, to help mitigate risks. More detail is provided in notes 16, 16A, 16B
and 16C on pages 186 to 191.
The remaining €3.2 billion (or 74%) of the Group’s cash and cash equivalents are held in foreign subsidiaries which repatriate distributable reserves
on a regular basis. For most countries, this is done through dividends which are in some cases subject to withholding or distribution tax. This
balance includes €449 million (2021: €83 million) of cash that is held in a few countries where we face cross-border foreign exchange controls and/
or other legal restrictions that inhibit our ability to make these balances available for general use by the wider business. The cash will generally be
invested or held in the relevant country and, given the other capital resources available to the Group, does not significantly affect the ability of the
Group to meet its cash obligations.

194 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

17B. Credit risk


Credit risk is the risk of financial loss to the Group if a customer or counter-party fails to meet its contractual obligations. Additional information in
relation to credit risk on trade receivables is given in note 13. These risks are generally managed by local controllers. Credit risk related to the use of
treasury instruments, including those held at amortised cost and at fair value through other comprehensive income, is managed on a Group basis.
This risk arises from transactions with financial institutions involving cash and cash equivalents, deposits and derivative financial instruments.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. To reduce this risk, Unilever has
concentrated its main activities with a limited number of counter-parties which have secure credit ratings. Individual risk limits are set for each
counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by
the Group’s Treasury department. Netting agreements are also put in place with Unilever’s principal counter-parties. In the case of a default, these
arrangements would allow Unilever to net assets and liabilities across transactions with that counter-party. To further reduce the Group’s credit
exposures on derivative financial instruments, Unilever has collateral agreements with Unilever’s principal counter-parties in relation to derivative
financial instruments. Under these arrangements, counter-parties are required to deposit securities and/or cash as a collateral for their obligations
in respect of derivative financial instruments. At 31 December 2022, the collateral held by Unilever under such arrangements amounted to €97
million (2021: €52 million), of which €81 million (2021: €27 million) was in cash, and €16 million (2021: €25 million) was in the form of bond securities.
The non-cash collateral has not been recognised as an asset in the Group’s balance sheet.
Further details in relation to the Group’s exposure to credit risk are shown in note 13 and note 16A.

18. Financial instruments fair value risk


The Group is exposed to the risk of changes in fair value of its financial assets and liabilities. The following table summarises the fair values and
carrying amounts of financial instruments.

€ million € million € million € million


Carrying Carrying
Fair value Fair value amount amount
Fair values of financial assets and financial liabilities 2022 2021 2022 2021
Financial assets
Cash and cash equivalents 4,326 3,415 4,326 3,415
Financial assets at amortised cost 1,004 958 1,004 958
Financial assets at fair value through other comprehensive income 407 527 407 527
Financial assets at fair value through profit or loss
Derivatives 289 128 289 128
Other 889 741 889 741
6,915 5,769 6,915 5,769
Financial liabilities
Bank loans and overdrafts (519) (402) (519) (402)
Bonds and other loans (25,136) (29,133) (26,512) (27,621)
Lease liabilities (1,408) (1,649) (1,408) (1,649)
Derivatives (631) (184) (631) (184)
Other financial liabilities (418) (277) (418) (277)
(28,112) (31,645) (29,488) (30,133)

The fair value of financial assets and financial liabilities (excluding listed bonds) is considered to be the same as the carrying amount for 2022
and 2021. The fair value of trade receivables and payables is considered to be equal to the carrying amount of these items due to their
short-term nature.

Fair value hierarchy


The fair values shown in notes 15C and 17A have been classified into three categories depending on the inputs used in the valuation technique.
The categories used are as follows:
■ Level 1: quoted prices for identical instruments;

■ Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

■ Level 3: inputs which are not based on observable market data.

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Consolidated Financial Statements Unilever Group

18. Financial instruments fair value risk continued


For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:

€ million € million € million € million € million € million € million € million


Total fair Total fair
Level 1 Level 1 Level 2 Level 2 Level 3 Level 3 value value
Notes 2022 2021 2022 2021 2022 2021 2022 2021
Assets at fair value

Financial assets at fair value


through other comprehensive 17A 5 6 3 3 399 518 407 527
income
Financial assets at fair value
through profit or loss:
(a)
Derivatives 16C – – 378 289 – – 378 289
Other 17A 428 331 – – 461 410 889 741

Liabilities at fair value


(b)
Derivatives 16C – – (784) (235) – – (784) (235)
Contingent consideration 14 – – – – (164) (180) (164) (180)
(a) Includes €89 million (2021: €161 million) derivatives, reported within trade receivables, that hedge trading activities.
(b) Includes €(153) million (2021: €(51) million) derivatives, reported within trade payables, that hedge trading activities.

There were no significant changes in classification of fair value of financial assets and financial liabilities since 31 December 2021. There were also
no significant movements between the fair value levels since 31 December 2021.
The impact in 2022 income statement due to Level 3 instruments is a gain of €11 million (2021: gain of €40 million).
Reconciliation of Level 3 fair value measurements of financial assets and financial liabilities is given below:
€ million € million
Reconciliation of movements in Level 3 valuations 2022 2021
1 January 748 550
Gains and losses recognised in income statement 11 40
Gains and losses recognised in other comprehensive income 55 190
Purchases and new issues 94 30
Sales and settlements* (212) (62)
31 December 696 748

* This includes €(157) million movement due to derecognition of Unilever Ventures' equity interest in Nutrafol before business combination (refer to
note 21 for more details).

Significant unobservable inputs used in Level 3 fair values


Assets valued using Level 3 techniques include €623 million (2021: €736 million) relating to a number of unlisted investments within Unilever
Ventures companies, none of which are individually material; €122 million (2021: €115 million) of long-term cash receivables under life insurance
policies and €41 million (2021: €43 million) for option to acquire non-controlling interest. Valuation techniques used are specific to each asset and
for all assets a change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.
Calculation of fair values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are
consistent with those used in the year ended 31 December 2021.
Assets and liabilities carried at fair value
■ The fair values of quoted investments falling into Level 1 are based on current bid prices.
■ The fair values of unquoted financial assets at fair value through other comprehensive income and at fair value through profit or loss are based
on recent trades in liquid markets, observable market rates, discounted cash flow analysis and statistical modelling techniques such as the
Monte Carlo simulation. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one
or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
■ Derivatives are valued using valuation techniques with market observable inputs. The models incorporate various inputs including the credit
quality of counter-parties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodities.
■ For listed securities where the market is not liquid, and for unlisted securities, valuation techniques are used. These include the use of recent
arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow calculations.
Other financial assets and liabilities (fair values for disclosure purposes only)
■ Cash and cash equivalents, trade and other current receivables, bank loans and overdrafts, trade payables and other current liabilities have fair
values that approximate to their carrying amounts due to their short-term nature.
■ The fair values of listed bonds are based on their market value.
■ Non-listed bonds, other loans, bank loans and non-current receivables and payables are based on the net present value of the anticipated
future cash flows associated with these instruments using rates currently available for debt on similar terms, credit risk and remaining
maturities.
Policies and processes used in relation to the calculation of Level 3 fair values
Assets valued using Level 3 valuation techniques are primarily made up of long-term cash receivables and unlisted investments. Valuation
techniques used are specific to the circumstances involved. Unlisted investments include €623 million (2021: €736 million) of investments within
Unilever Ventures companies.

196 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

19. Provisions
Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event, where the
amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.

€ million € million
Provisions 2022 2021
Due within one year 748 480
Due after one year 550 611
Total provisions 1,298 1,091

€ million € million € million € million € million


Brazil
Movements during 2022 Restructuring Legal indirect taxes Other Total
1 January 2022 227 223 57 584 1,091
Additions through business combinations – 6 – – 6
Income statement:
Charges 270 130 7 191 598
Releases (54) (7) (2) (103) (166)
Utilisation (135) (27) (3) (66) (231)
Currency translation (3) (4) 7 – –
31 December 2022 305 321 66 606 1,298

Restructuring provisions primarily include people costs such as redundancy costs and the cost of compensation where manufacturing, distribution,
service or selling agreements are to be terminated. The Group expects these provisions to be substantially utilised within the next few years.
The Group is involved from time to time in legal and arbitration proceedings arising in the ordinary course of business. As previously disclosed,
along with other consumer product companies and retail customers, Unilever is involved in a number of ongoing investigations by national
competition authorities. These proceedings and investigations are at various stages and concern a variety of product markets. Where specific
issues arise, provisions are made to the extent appropriate. Due to the nature of the legal cases, the timing of utilisation of these provisions
is uncertain.
Provisions for Brazil indirect taxes are comprised of disputes with Brazilian authorities, in particular relating to tax credits that can be taken for the
PIS and COFINS indirect taxes. These provisions are separate from the matters listed as contingent liabilities in note 20. Unilever does not have
provisions and contingent liabilities for the same matters. Due to the nature of disputed indirect taxes, the timing of utilisation of these provisions
is uncertain.
Other includes provisions for indirect taxes in countries other than Brazil, interest on tax provisions and provisions for various other matters. The
timing of utilisation of these provisions is uncertain.

20. Commitments and contingent liabilities


Commitments

Lease commitments are the future cash outflows from the lease contracts which are not recorded in the measurement of lease liabilities. These
include potential future payments related to leases of low-value assets, leases which are less than twelve months, variable leases, extension
and termination options and leases not yet commenced but which we have committed to.

Other commitments principally comprise commitments under contract to purchase materials and services. They do not include commitments to
purchase property, plant and equipment, which are reported in note 10 on pages 175 to 177.

€ million € million € million € million


Other Other
Leases Leases Commitments Commitments
Lease commitments and other commitments fall due as follows: 2022 2021 2022 2021
Within 1 year 64 56 1,806 1,233
Later than 1 year but not later than 5 years 91 90 2,020 1,554
Later than 5 years 164 23 231 501
319 169 4,057 3,288

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Consolidated Financial Statements Unilever Group

20. Commitments and contingent liabilities continued

Contingent liabilities
Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits, or present obligations that
may, but probably will not, require a transfer of economic benefits. It is not appropriate to make provisions for contingent liabilities, but there
is a chance that they will result in an obligation in the future. Assessing the amount of liabilities that are not probable is highly judgemental,
so contingent liabilities are disclosed on the basis of the known maximum exposure.

Contingent liabilities arise in respect of litigations against group companies, investigations by competition, regulatory and fiscal authorities and
obligations arising under environmental legislation. In many markets, there is a high degree of complexity involved in the local tax regimes. The
majority of contingent liabilities are in respect of fiscal matters in Brazil.
In the case of fiscal matters, the known maximum exposure is the amount included in a tax assessment.

€ million € million
Summary of contingent liabilities 2022 2021
Corporate reorganisation – IPI, PIS and COFINS taxes and penalties 3,292 2,549
Inputs for PIS and COFINS taxes 40 36
Goodwill amortisation 154 137
Other tax assessments – approximately 700 cases 876 749
Total Brazil Tax 4,362 3,471
Other contingent liabilities 609 656
Total contingent liabilities 4,971 4,127

Brazil tax
During 2004, and in common with many other businesses operating in Brazil, one of our Brazilian subsidiaries received a notice of infringement
from the Federal Revenue Service in respect of indirect taxes regarding corporate reorganisation. The notice alleges that a 2001 reorganisation of
our local corporate structure was undertaken without a valid business purpose. The 2001 reorganisation was comparable with restructuring done
by many companies in Brazil. The original dispute was resolved in the courts in the Group’s favour. However, in 2013 a new assessment was raised
in respect of a similar matter. Additionally, during the course of 2014 and between 2017 and 2022, other notices of infringement were issued based
on the same grounds argued in the previous assessments. The total amount of the tax assessments in respect of this matter is €3,292 million (2021:
€2,549 million).
The Group believes that the likelihood that the Brazilian tax authorities will ultimately prevail is low, however there can be no guarantee of success
in court. In each case we believe our position is strong, so they have not been provided for and are considered to be contingent liabilities. Due to
the fiscal environment in Brazil, the possibility of further tax assessments related to the same matters cannot be ruled out. We expect that tax
litigation cases related to this matter may move from the Administrative to the Judicial Courts, although the exact timing is uncertain. In such case,
we will be required to make a judicial deposit or provide a guarantee in respect of the disputed tax, interest and penalties. The judicial process in
Brazil is likely to take a number of years to conclude.
The contingent liabilities reported for indirect taxes relating to disputes with the Brazilian authorities are separate from the provisions listed in note
19. Unilever does not hold provisions and contingent liabilities for the same matters.

21. Acquisitions and disposals


Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date at which
control is transferred to the Group.
Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value
of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities
assumed. Goodwill is subject to an annual review for impairment (or more frequently if necessary) in accordance with our accounting policies.
Any impairment is charged to the income statement as it arises. Detailed information relating to goodwill is provided in note 9 on pages 172
to 174.
Non-controlling interests are valued based on the proportion of net assets of the acquired company at the date of acquisition.
Transaction costs are expensed as incurred, within non-underlying items.
Changes in ownership that do not result in a change of control are accounted for as equity transactions and therefore do not have any impact
on goodwill. The difference between consideration and the non-controlling share of net assets acquired is recognised within equity.

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Consolidated Financial Statements Unilever Group

21. Acquisitions and disposals continued

2022
In 2022, the Group completed the business acquisitions and disposals as listed below. The net consideration for acquisitions in 2022 is €811 million
(2021: €2,117 million for acquisitions completed during that year). More information related to the 2022 acquisition is provided below.

Deal completion date Acquired business


25 April 2022 Sold S3, Royale Ambrée and Petit Cheri brands in Spain to Sensogreen Healthcare.
29 April 2022 Sold Unilever Life, the direct selling business in Thailand, to RS Group.
1 July 2022 Sold ekaterra (Global Tea business excluding India, Indonesia, Nepal and Ready to Drink) to CVC Capital
Partners. ekaterra includes brands such as Lipton, Brooke Bond and PG Tips. Further details are provided below.
7 July 2022 Acquired a further 67% of Nutraceutical Wellness, Inc. (Nutrafol) bringing total investment to 80%, a producer
based in the US of hair growth solutions for men and women. The acquisition complements Unilever’s existing
Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness. Further details are
provided below.

Nutrafol Acquisition
On 7 July 2022, Unilever acquired a further 67% of the shares of Nutrafol, a US-based hair wellness company in which Unilever Ventures previously
held a minority stake (13%), to bring Unilever’s total equity interest to 80%. The fair value of Unilever Ventures' equity interest in Nutrafol before the
business combination amounted to €157 million, with a gain of €149 million recognised as Other Comprehensive Income prior to derecognition
of the investment. Strategically, Nutrafol expands our Health & Wellbeing portfolio, bringing to market a science-led approach to hair wellness
supported by digital-first capabilities. We believe Unilever’s capabilities and sustainability principles will allow us to protect the legacy of the brand
while strengthening it.
The total consideration paid for the 67% share of Nutrafol was €811 million, all of which was settled in cash on completion.
The provisional fair value of net assets recognised on the balance sheet is €487 million. Currently all balances remain provisional as we finalise our
review of the asset valuations. The main asset acquired was the brand intangible valued using an income approach model by estimating future
cash flows generated by the brand and discounting them to present value using rates in line with a market participant expectation. The key
assumptions in the brand valuation are revenue growth and discount rates. A deferred tax liability primarily related to the brand intangibles
estimated at €153 million was also recognised.
As part of the acquisition, goodwill of €580 million has been recognised and is not deductible for tax purposes. Since the acquisition date, the
goodwill balance has decreased by €25 million as a result of foreign exchange. Goodwill represents the future value that the Group believes it will
obtain through operational synergies and the application of acquired company ideas to existing Unilever channels and businesses. Detailed
information relating to goodwill is provided in note 9 on pages 172 to 175.

2021
In 2021 the Group completed the business acquisitions and disposals listed below. In each case (unless otherwise stated), 100% of the businesses
were acquired. For all businesses acquired, the acquisition accounting has been finalised. Subsequent changes to the provisional numbers
published last year are immaterial. Total consideration for 2021 acquisitions was €2,117 million.

Deal completion date Acquired business


29 January 2021 Acquired 51% of Welly Health, a producer of bandages and other healthcare-related items. The acquisition helps
to expand Unilever’s existing Health & Wellbeing portfolio.
28 May 2021 Acquired Onnit Lab Inc. a holistic wellness and lifestyle company based in the US. Onnit complements our
growing portfolio of innovative wellness and supplement brands.
2 August 2021 Acquired Paula's Choice Inc., a Prestige Skin Care company based in the US. The acquisition strengthens our
presence in Prestige Skin Care, with an established direct-to-consumer eCommerce business.

Paula's Choice Acquisition


On 2 August 2021, the Group acquired 100% of the shares of Paula's Choice Inc., a US-based Prestige Skin Care company. The total consideration
paid was €1,832 million which comprised of €1,818 million cash paid on the completion date and €14 million of deferred consideration. The fair
value of net assets recognised on the balance sheet was €1,223 million. The main assets acquired were brands which were valued using an income
approach model by estimating future cash flows generated by the brand and discounting them to present value using rates in line with a market
participant expectation. As part of the acquisition, goodwill of €609 million was recognised and which was not deductible for tax purposes.

Effect on consolidated income statement


The acquisition deals completed in 2022 have contributed €174 million to the Group turnover and €31 million to the Group operating profit since
the date of acquisition. If the acquisition deals completed in 2022 had all taken place at the beginning of the year, Group turnover would have
been €60,206 million, and Group operating profit would have been €10,772 million. In 2021, the impact of acquisitions completed in the year was
€196 million to Group turnover and €16 million to Group operating profit since the date of acquisition. If all of the acquisitions had taken place at
the beginning of 2021, Group turnover for 2021 would have been €52,637 million and Group operating profit would have been €8,738 million.

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Consolidated Financial Statements Unilever Group

21. Acquisitions and disposals continued

Effect on consolidated balance sheet

Acquisitions
The following table sets out the overall impact of the Nutrafol acquisition in 2022 as well as comparative years on the consolidated balance
sheet. The fair values currently used for opening balances of the Nutrafol acquisition are provisional. These balances remain provisional due to
outstanding relevant information in regard to facts and circumstances that existed as of the acquisition date and/or where valuation work is still
ongoing.

€ million € million € million


(a)
2022 2021 2020
Net assets acquired 487 1,372 3,857
Non-controlling interest (99) (14) (27)
Goodwill 580 759 2,507
Total consideration 968 2,117 6,337
(a) In 2020, we acquired the Horlicks and Boost brands from GlaxoSmithKline Consumer Healthcare Limited. Of the net assets acquired, €3,345 million related to brands,
€746 million related to deferred tax liabilities and €2,090 million related to goodwill. The total consideration paid was €5,294 million comprised of €449 million in cash
and €4,845 million in shares of Hindustan Unilever Limited. This resulted in a dilution of Unilever’s interest in Hindustan Unilever Limited from 67.2% to 61.9%.

In 2022, the net assets acquired and total payment for the Nutrafol acquisition consists of:

€ million
2022
Intangible assets 603
Other non-current assets –
Trade and other receivables 11
(a)
Other current assets 70
(b)
Non-current liabilities (160)
Current liabilities (37)
Net assets acquired 487
Non-controlling interest (99)
Goodwill 580
Total consideration 968
Of which:
Cash consideration paid for 67% stake 811
Fair value of 13% stake previously held by Unilever Ventures 157
(a) Other current assets include inventories of €41 million and cash and cash equivalents of €29 million.
(b) Non-current liabilities include deferred tax of €153 million.

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Consolidated Financial Statements Unilever Group

21. Acquisitions and disposals continued

Disposals
Total consideration for 2022 disposals is €4,606 million (2021: €49 million for disposals completed during that year). The following table sets out
the effect of disposals in 2022 and comparative years on the consolidated balance sheet. The results of disposed businesses are included in the
consolidated financial statements up until their date of disposal.

€ million € million
2022 2021
(a)
Goodwill and intangible assets 948 3
(b)
Other non-current assets 1,075 4
(c)
Current assets 833 10
(d)
Liabilities (649) (3)
Net assets sold 2,207 14
(Gain)/loss on recycling of currency retranslation on disposal 65 0
Profit/(loss) on sale attributable to Unilever 2,334 35
Consideration 4,606 49
Of which:
Cash 4,606 40
Cash balances of businesses sold 20 3
Non-cash items and deferred consideration (20) 6
(a) Includes €548 million of allocated goodwill and €395 million related to intangibles related to Tazo, T2, Pukka and Glen for the disposal of ekaterra.
(b) Non-current assets include PPE of €453 million and deferred tax assets of €595 million related to the disposal of ekaterra.
(c) Current assets include inventories of €301 million and trade and other receivables of €487 million related to the disposal of ekaterra.
(d) Liabilities include €518 million of trade payables, €59 million of financial liabilities and €31 million of deferred tax liabilities related to the disposal of ekaterra.

ekaterra Disposal
On 1 October 2021, Unilever completed the internal reorganisation whereby it separated elements of its Tea business into ekaterra, a separate
legal structure, which at the time was still 100% owned by Unilever. In November 2021, Unilever Group signed an agreement to sell ekaterra to CVC
Capital Partners.
On 1 July 2022, Unilever sold ekaterra, to CVC Capital Partners for €4,594 million cash consideration. The transaction involved the sale of 100%
shares of ekaterra Holdings B.V. and tea business assets in a small number of jurisdictions that were delayed for local tax and/or legal reasons.
Profit on this disposal was €2,303 million, recognised as a non-underlying item (see note 3).

Unilever Annual Report and Accounts 2022 | Financial Statements 201


Consolidated Financial Statements Unilever Group

22. Assets and liabilities held for sale


Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when all of the following
criteria are met: a decision has been made to sell; the assets are available for sale immediately; the assets are being actively marketed; and a
sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
Immediately prior to classification as held for sale, the non-current assets or groups of assets are remeasured in accordance with the Group’s
accounting policies. Subsequently, non-current assets and disposal groups classified as held for sale are valued at the lower of book value or
fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.
Non-current assets and liabilities held for sale are recognised as current on the balance sheet.

€ million € million
(a) (b)
2022 2021
Total Total
(c)
Property, plant and equipment held for sale 4 2

Non-current assets
Goodwill and intangibles 2 901
Property, plant and equipment 20 447
Deferred tax assets – 329
Other non-current assets – 25
22 1,702
Current assets
Inventories – 258
Trade and other receivables 2 336
Current tax assets – 11
Cash and cash equivalents – 90
Other current assets – 2

2 697
Assets held for sale 28 2,401

Current liabilities
Trade payables and other current liabilities 2 652
Current tax liabilities – 9
Financial liabilities due within one year 2 49
Provisions – 8

4 718
Non-current liabilities
Pension and post-retirement healthcare liabilities – 12
Financial liabilities due after one year – 31
Other non-current liabilities – 2
Deferred tax liabilities – 57

– 102
Liabilities held for sale 4 820
(a) In 2022, disposal groups held for sale relate to the disposal of the Foods factory in Tula (Nutrition), expected to be disposed in Q1 2023 as part of the disposal of Calve
and Baltimore in Russia and Kazakhstan (€17 million), and deferred ekaterra transactions in Turkey and Vietnam (€3 million), expected to be disposed in Q1 2023.
(b) In 2021, disposal groups held for sale were primarily related to the Tea Business which was disposed of during the year.
(c) Includes manufacturing assets held for sale.

On disposal of an asset or disposal group, the associated currency translation difference, including amounts previously reported within equity,
is reclassified to the income statement as part of the gain or loss on disposal. This is estimated to be a €14 million loss.

202 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

23. Related party transactions


A related party is a person or entity that is related to the Group. These include both people and entities that have, or are subject to, the
influence or control of the Group.

Joint ventures
The following related party balances existed with joint venture businesses at 31 December:

€ million € million
2022 2021
Related party balances Total Total
Sales to joint ventures 1,158 1,060
Purchases from joint ventures 134 127
Receivables from joint ventures 78 71
Payables to joint ventures 33 36
Loans to joint ventures 226 241
Royalties and service fees 22 20

Significant joint ventures are Unilever FIMA LDA in Portugal, Binzagr Unilever Distribution in the Middle East, the Pepsi Lipton Tea Partnership in the
US and Pepsi Lipton International Ltd for the rest of the world.

Associates
There are no trading balances due to or from associates.
Langholm Capital II was launched in 2009. Unilever has invested €65 million in Langholm II, with an outstanding commitment at the end of 2022
of €1 million (2021: €1 million). During 2022, Unilever received €1 million (2021: €32 million) from its investment in Langholm Capital II.

24. Share Buyback


On 10 February 2022, we announced a share buyback programme of up to €3 billion to be completed over 2022 and 2023. During 2022, we
completed two tranches and repurchased 34,217,605 ordinary shares which are held by Unilever as treasury shares. Consideration paid for the
repurchase of shares including transaction costs was €1,509 million which is recorded within other reserves.

Unilever Annual Report and Accounts 2022 | Financial Statements 203


Consolidated Financial Statements Unilever Group

25. Remuneration of auditors


€ million € million € million
2022 2021 2020
Fees payable to the Group’s auditors for the audit of the consolidated and parent
company accounts of Unilever PLC 6 5 6
Fees payable to the Group’s auditors for the audit of accounts of subsidiaries of
(a)(b)
Unilever PLC pursuant to legislation 17 17 13
Total statutory audit fees 23 22 19
Fees payable to the Group’s auditors for the audit of non-statutory
(c)
financial statements – 5 6
(d)
Audit-related assurance services – – –
Other taxation advisory services – – –
Services relating to corporate finance transactions – – –
(e)
Other assurance services 1 1 1
(d)
All other non-audit services – – –
Total fees payable 24 28 26
(a) Comprises fees payable to the KPMG network of independent member firms affiliated with KPMG International Cooperative for audit work on statutory financial
statements and Group reporting returns of subsidiary companies.
(b) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than €1
million individually and in aggregate; 2020: less than €1 million individually and in aggregate).
(c) 2021 includes €5 million and 2020 includes €6 million for the audit of carve-out financial statements of ekaterra.
(d) Amounts paid in relation to each type of service are less than €1 million individually and in aggregate (2021: less than €1 million and in aggregate; 2020: less than €1
million and in aggregate).
(e) 2022 and 2021 include various services, each less than €1 million individually. 2020 includes €1 million for assurance work on Unification.

26. Events after the balance sheet date


Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact
of these events is adjusted within the financial statements. Otherwise, events after the balance sheet date of a material size or nature are
disclosed below.

Dividend
On 9 February 2023, Unilever announced a quarterly dividend with the 2022 fourth-quarter results of £0.3812 per PLC ordinary share. The total value
of the announced dividend is €1,086 million.

Ordinary share capital issuance


On 27 January 2023, following a block listing of 5,000,000 ordinary shares of 3 1/9 pence each made in December 2022, an initial tranche of 50,000
new ordinary shares was issued by Unilever PLC to meet its obligations under employee share schemes.

Brand disposal
On 14 February 2023, Unilever has announced the sale of its Suave brand in North America to Yellow Wood Partners LLC. The Suave beauty and
personal care brand includes hair care, skin care, skin cleansing and deodorant products. The transaction is expected to close in the second
quarter of 2023, subject to regulatory approvals and closing conditions.

Debt issuance
On 23 February 2023, Unilever issued €500 million 3.25% fixed rate notes maturing in 2031 and €500 million 3.50% fixed rate notes maturing in 2035.

204 Unilever Annual Report and Accounts 2022 | Financial Statements


Consolidated Financial Statements Unilever Group

27. Significant subsidiaries


The following represents the significant subsidiaries of the Group at 31 December 2022, that principally affect the turnover, profit and net assets
of the Group. The percentage of share capital shown below represents the aggregate percentage of equity capital directly or indirectly held by
Unilever PLC in the company. The companies are incorporated and principally operated in the countries under which they are shown except where
stated otherwise.

Country Name of company Shareholding %


Argentina Unilever de Argentina S.A. 100%
Australia Unilever Australia Limited 100%
Bangladesh Unilever Bangladesh Limited 61%
Brazil Unilever Brasil Ltda. 100%
Canada Unilever Canada Inc. 100%
China Unilever Services (Hefei) Co. Ltd 100%
China Wall's (China) Co. Limited 100%
England and Wales Unilever UK & CN Holdings Limited 100%
England and Wales Unilever Global IP Ltd 100%
England and Wales Unilever U.K. Holdings Limited 100%
England and Wales Unilever UK Limited 100%
England and Wales Unilever U.K. Central Resources Limited 100%
France Unilever France S.A.S. 100%
Germany Unilever Deutschland GmbH 100%
Germany Unilever Deutschland Holding GmbH 100%
India Hindustan Unilever Limited 62%
Indonesia PT Unilever Indonesia Tbk 85%
Italy Unilever Italia Mkt Operations S.R.L. 100%
Mexico Unilever de Mexico, S. de R.l. de C.V. 100%
Netherlands Mixhold B.V. 100%
Netherlands Unilever Finance Netherlands B.V. 100%
Netherlands Unilever IP Holdings B.V. 100%
Netherlands Unilever Nederland B.V. 100%
Netherlands Unilever Europe B.V. 100%
Netherlands UNUS Holding B.V. 100%
Pakistan Unilever Pakistan Limited 99%
Philippines Unilever Philippines, Inc. 100%
Russia OOO Unilever Rus 100%
Singapore Unilever Asia Private Limited 100%
South Africa Unilever South Africa (Pty) Limited 100%
Spain Unilever Espana S.A. 100%
Switzerland Unilever Finance International AG 100%
Thailand Unilever Thai Trading Limited 100%
Turkey Unilever Sanayi ve Ticaret Turk A.S. 100%
United States of America ConopCo, Inc. 100%
United States of America Unilever Capital Corporation 100%
United States of America Unilever North America Supply Chain Company LLC 100%
United States of America Unilever United States, Inc. 100%
United States of America Ben & Jerry's Homemade, Inc. 100%
United States of America Paula's Choice, Inc. 100%
United States of America THE LIV GROUP INC 100%
United States of America Unilever Trumbull Research 100%
United States of America US Health & Wellbeing, LLC 100%
Vietnam Unilever Vietnam International Company Limited 100%

See pages 214 to 224 for a complete list of subsidiary undertakings, associates and joint ventures.

Unilever Annual Report and Accounts 2022 | Financial Statements 205


Company Accounts Unilever PLC
Income statement
for the year ended 31 December

£ million £ million

Notes 2022 2021


Turnover 1 211 396
Royalties and services charged out to group companies 211 396
Incurred costs and royalties paid (248) (474)
Other (expenses)/income (16) 24
Operating profit/(loss) (53) (54)
Net finance costs (112) (29)
Finance income 37 29
Finance costs (149) (58)
Income from shares in group companies 2 3,237 2,421
Profit/(loss) on disposal of intangible assets (119) 2,815
Profit before taxation 2,953 5,153
Taxation 3 35 (773)
Net profit 2,988 4,380

Statement of comprehensive income


£ million £ million
2022 2021
Net profit 2,988 4,380
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax:
  Remeasurement of defined benefit pension plans net of tax 3 –
Items that may be reclassified subsequently to profit or loss, net of tax – –
Total comprehensive income 2,991 4,380

Statement of cash flows


Unilever PLC does not have cash and cash equivalents. Instead, Unilever PLC has current accounts with Unilever UK Central Resources Limited and
Unilever Finance International AG. Unilever UK Central Resources Limited and Unilever Finance International AG make and collect payments on
behalf of Unilever PLC.

206 Unilever Annual Report and Accounts 2022 | Financial Statements


Company Accounts Unilever PLC

Statement of changes in equity


£ million £ million £ million £ million £ million £ million
Share Capital
Called up premium redemption Other Retained
Statement of changes in equity Share capital account reserve reserves profit Total equity
1 January 2021 82 65,525 15 (271) 5,828 71,179
Profit or loss for the period – – – – 4,380 4,380
Other comprehensive income net of tax:
Remeasurement of defined benefit pension plan net of tax – – – – – –
Total comprehensive income – – – – 4,380 4,380
Dividends on ordinary capital – – – – (3,841) (3,841)
(a)
Share capital reduction – (18,400) – – 18,400 –
(b)
Repurchase of shares – – – (2,581) – (2,581)
(c)
Other movements in treasury shares – – – 58 – 58
Other movements in equity – – – – (16) (16)
31 December 2021 82 47,125 15 (2,794) 24,751 69,179
Profit or loss for the period – – – – 2,988 2,988
Other comprehensive income net of tax: – – – – – –
Remeasurement of defined benefit pension plan net of tax – – – – 3 3
Total comprehensive income – – – – 2,991 2,991
Dividends on ordinary capital – – – – (3,704) (3,704)
(b)
Repurchase of shares – – – (1,295) – (1,295)
(c)
Other movements in treasury shares – – – 67 – 67
Other movements in equity – – – – (12) (12)
31 December 2022 82 47,125 15 (4,022) 24,026 67,226

(a) On 15 June 2021, the High Court of Justice of England and Wales approved the reduction of share premium by an amount of £18,400 million which has led to a
decrease in share premium and a corresponding increase in the amount of profit retained.
(b) During 2022, Unilever PLC repurchased 34,217,605 PLC ordinary shares (2021: 62,976,145). Consideration paid for the repurchase of these shares including transaction
costs was £1,295 million (2021: £2,581 million) which was initially recorded in other reserves.
(c) At 31 December 2022, 2,727,097 (2021: 4,453,244) treasury shares are held at an employee share ownership trust.

Unilever Annual Report and Accounts 2022 | Financial Statements 207


Company Accounts Unilever PLC

Balance sheet
as at 31 December

£ million £ million

Notes 2022 2021


Assets
Non-current assets
Investments in subsidiaries 4 76,107 76,057
Other non-current assets 5 1,567 1,537
Deferred tax assets 3 12 –
Pension assets 5 2
77,691 77,596

Current assets
Trade and other current receivables 6 235 154
235 154
Total assets 77,926 77,750
Liabilities
Current liabilities
Trade payables and other current liabilities 7 8,832 6,483
Financial liabilities 8 – 550
8,832 7,033
Non-current liabilities
Financial liabilities 8 1,866 1,536
Provisions 2 2
1,868 1,538
Total liabilities 10,700 8,571

Equity
Shareholders’ equity
Called up share capital 9 82 82
Share premium account 9 47,125 47,125
Capital redemption reserve 15 15
Other reserves 9 (4,022) (2,794)
Retained profit 9 24,026 24,751
67,226 69,179
Total liabilities and shareholders’ equity 77,926 77,750

The financial statements on pages 206 to 213 were approved by the Board of Directors on 1 March 2023.
On behalf of the Board of Directors

A Jope G Pitkethly 1 March 2023


Chief Executive Officer Chief Financial Officer

208 Unilever Annual Report and Accounts 2022 | Financial Statements


Notes to the Company Accounts
Unilever PLC
Accounting information and policies

Basis of preparation Critical accounting estimates and judgements


The Company Accounts of PLC are prepared on the going concern basis The preparation of financial statements requires management to make
and in accordance with International Financial Reporting Standards judgements and estimates in the application of accounting policies
(IFRS) as issued by the International Accounting Standards Board (IASB), that affect the reported amounts of assets, liabilities, income and
and UK-adopted international accounting standards. The Company expenses. Actual results may differ from these estimates. Estimates and
accounts comply with The Companies Act 2006. judgements are periodically evaluated and are based on historical
experience and other factors, including expectations of future events
The accounts are prepared under the historical cost convention, except that are believed to be reasonable. Revisions to accounting estimates
for the revaluation of financial assets classified as ‘fair value through are recognised in the period in which the estimate is revised and in any
other comprehensive income’ or ‘fair value through profit or loss’, as future period affected.
well as derivative financial instruments, which are reported in
accordance with the accounting policies set out below. There are no judgements and estimates which management believe
have a significant effect on the amounts recognised in the PLC
Unilever PLC is included within the consolidated financial statements Company Accounts.
of the Group. The consolidated financial statements of the Group are
prepared in accordance with IFRS. As PLC does not have cash and cash
equivalents, we are no longer presenting a separate statement of cash 1. Turnover
flows.
£ million £ million

Accounting policies 2022 2021


Royalties (point in time) 104 111
The accounting policies of PLC Company Accounts are the same as the
Unilever Group, refer to pages 154 and 155, except for the accounting Services (over time) 107 285
policies included below. Turnover 211 396

Foreign currency
2. Income from shares in group companies
The Company’s functional and presentational currency is pound
sterling. Transactions in foreign currencies are translated to the £ million £ million
Company’s functional currency at the foreign exchange rate ruling
2022 2021
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are Dividends received from shares in group
retranslated to the functional currency at the foreign exchange rate undertakings 3,237 2,421
ruling at that date. Non-monetary assets and liabilities that are 3,237 2,421
measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are stated 3. Taxation
at fair value are retranslated to the functional currency at foreign
exchange rates ruling at the date the fair value was determined. £ million £ million
Foreign exchange differences arising on translation of monetary assets
and liabilities are recognised in the income statement. 2022 2021
Current tax
Turnover
Turnover excludes value added tax and includes royalties and service Current year 7 (39)
fees received from group companies. Royalty income from brand and Double taxation relief – –
technology licence arrangements is recognised at the time sales are
made by group companies. Revenue from services is recognised over Adjustments in respect of prior years 15 (22)
time based on the usage of these services by group companies. 22 (61)
Operating profit Deferred tax
The operating profit is stated after deducting the costs that are mainly Current year – (718)
related to the royalties and delivered services. Expenses are allocated
to the period in which they relate. Change in tax rate – 3
Adjustments in respect of prior years 13 3
Investment in subsidiaries
Shares in group companies are stated at cost less any amounts written 13 (712)
off to reflect an impairment. Tax (charge)/credit on profits on ordinary
activities 35 (773)
Financial guarantees
Where PLC enters into financial guarantee contracts to guarantee the
indebtedness of other companies within its group, they consider these The current UK corporate tax rate is 19% (2021: 19%). On 10 June 2021,
to be insurance arrangements and account for them as such. In this the Finance Act 2021 received Royal Assent, confirming that the UK rate
respect, PLC treats the guarantee contracts as a contingent liability of corporation tax will increase from 19% to 25% from 1 April 2023. This
until such time as it becomes probable that it will be required to make will have a consequential impact on the company's future tax charge.
a payment under the guarantee. IFRS 17 ‘Insurance Contracts’ has Deferred tax balances are measured at the tax rate to be applied when
been released but is not yet adopted by the Company. The standard temporary differences are expected to reverse in the future.
is effective from the year ended 31 December 2023 and introduces a
new model for accounting for insurance contracts. We are currently
assessing the impact of this new standard on this accounting policy.
Capital Redemption Reserve
The nominal value of shares cancelled is transferred from share capital
to the capital redemption reserve.

Unilever Annual Report and Accounts 2022 | Financial Statements 209


Notes to the Company Accounts Unilever PLC

£ million £ million Investments include the subsidiary company Hindustan Unilever Limited
Reconciliation of tax expense 2022 2021 (HUL), with a cost of £2,197 million (2021: £2,197 million). The shares of
HUL are listed on the Bombay Stock Exchange and National Stock
Profit/(loss) for the year 2,953 5,153
Exchange and have a market value of £28,588 million (2021: £26,195
Tax using the UK corporation tax rate of 19% million) as at 31 December 2022. Information on the non-controlling
(2021: 19%) (561) (979) interest in HUL is given in note 15B of the consolidated financial
Tax effects of: statements.
Income not subject to tax (primarily tax- Investments in subsidiaries comprise equity shares of group companies.
exempt dividends) 615 460 These investments only generate cash inflows in combination with other
Non-deductible expenses 3 (2) assets within the Group. Accordingly, cash inflows are not independent
at any level below the cash generating units (CGUs) used for group
Effects of tax rates in foreign jurisdictions (65) (64) impairment testing purposes. Additionally, some investments benefit
Permanent differences – other 15 (171) from the synergies of multiple CGUs together. Management evaluates
on a case-to-case basis whether any impairment booked for the Group
(Under)/over provided in prior years 28 (20) impacts the carrying value of the investments. Based on the evaluation
Impact of change in tax rate on deferred tax for the current year, management has not determined any impairment
balances – 3 for investments.
Total tax expense 35 (773)
5. Other non-current assets
The movement in deferred tax asset is as below:
£ million £ million
Other 31 Dec 2022 31 Dec 2021
As at 1 compre- As at 31 (a)
January Income hensive December Loans to group companies 1,567 1,537
Movement in 2022 2022 statement income 2022 1,567 1,537
Pensions and similar (a) Loans to group companies are interest-bearing at market rates and are
obligations – – (1) (1) unsecured and repayable on demand.
Tax losses – 13 – 13
PLC does not consider the fair value of loans to group companies to be
Total deferred tax asset significantly different from their carrying values. As these are amounts
(net) – 13 (1) 12 due from other entities within the Group, PLC has estimated the
expected credit losses to be immaterial. Our historical experience of
collecting these balances supported by the level of default confirms
Other that the credit risk is low.
As at 1 compre- As at 31
January Income hensive December
Movement in 2021 2021 statement income 2021 6. Trade and other current receivables
Intangible assets 4 (706) – (702)
£ million £ million
Other 5 (5) – –
31 Dec 2022 31 Dec 2021
Total deferred tax asset (b)
before transfer (net) 9 (712) – (702) Amounts due from group companies 142 154

Less: Derecognition due Taxation and social security 93 —


to transfer 702 235 154
Total deferred tax asset (b) Amounts due from group companies are mainly interest-bearing amounts that
(net) – are repayable on demand. Other amounts are interest-free and settled
monthly.

4. Investments in subsidiaries PLC does not consider the fair value of amounts due from group
companies to be significantly different from their carrying values. As
£ million these are amounts due from other entities within the Group, PLC has
estimated the expected credit losses to be immaterial. Our historical
experience of collecting these balances supported by the level of
Cost default confirms that the credit risk is low.
At 1 January 2021 73,803
At 31 December 2021 76,062 7. Trade payables and other current liabilities
Additions 50 £ million £ million
Disposals – 31 Dec 2022 31 Dec 2021
At 31 December 2022 76,112 Loans from group companies
(c)
3,000 3,000
(c)
Impairment losses Amounts owed to group companies 5,807 3,447
At 1 January 2021 (5) Taxation and social security – 13
At 31 December 2021 (5) Accruals and deferred income 25 23
At 31 December 2022 (5) 8,832 6,483
Net book value at 31 December 2022 76,107 (c) Amounts owed to group companies are mainly interest-bearing amounts
Net book value at 31 December 2021 76,057 that are repayable on demand. Other amounts are interest-free and settled
monthly. Loans from group companies are all interest-bearing at market rates
and are unsecured, repayable on demand and supported by
formal agreements.

210 Unilever Annual Report and Accounts 2022 | Financial Statements


Notes to the Company Accounts Unilever PLC

8. Financial liabilities 9C. Other reserves


Other reserves relate to treasury shares and shares held in trust.
£ million £ million
£ million £ million
31 Dec 2022 31 Dec 2021
Treasury shares 2022 2021
Current
1 January (2,581) (2)
Bonds and other loans – 550
Change during the year:
Non-current
Acquired as part of Unification – –
Bonds and other loans 1,832 1,536
Repurchase of shares (1,295) (2,581)
Derivatives 34 –
Total 1,866 2,086 Utilisations and transfer of shares – 2
31 December (3,876) (2,581)
The fair value of the bonds at 31 December 2022 was £1,597 million
(2021: £1,965 million). During 2022, as part of a share buyback programme, Unilever PLC
repurchased 34,217,605 ordinary shares which are held as treasury
shares. Consideration paid for the repurchase including transaction
Analysis of bonds and other loans costs was £1,295 million which is recorded within other reserves.
PLC holds 97,193,750 (31 December 2021: 62,976,145) of its own ordinary
£ million £ million
shares. These were held as treasury shares within other reserves.
31 Dec 2022 31 Dec 2021
£350 million 1.125% Notes 2022 (£) – 350 £ million £ million

£250 million 1.375% Notes 2024 (£) 250 250 Shares held in trust 2022 2021

£250 million 1.875% Notes 2029 (£) 247 248 1 January (213) (269)
£500 million 1.500% Notes 2026 (£) 498 497 Change during the year: – –
€650 million 1.500% Notes 2039 (€) 572 542 Transferred from NV – –
(d)
£300 million 2.125% Notes 2028 (£) 265 – Other purchases and utilisations 67 56
Commercial Paper (£) – 200 31 December (146) (213)
1,832 2,086
PLC holds 2,727,097 (2021: 4,453,244) of its own ordinary shares via the
(d) The 2.125% note includes £(34) million (2021: £Nil) fair value adjustment
following the fair value hedge accounting of fixed-for-floating interest rate employee share ownership trust.
swaps.

9D. Retained profit


9. Capital and funding
£ million £ million
The Company’s capital and funding strategy is described in note 15
2022 2021
of the consolidated financial statements.
1 January 24,751 5,828
9A. Called up share capital (e)
The called up share capital amounting to £82 million at 31 December Profit for the year 2,988 4,380
2022 (31 December 2021: £82 million) consists of 2,629,243,772 (2021: Other comprehensive income for the year 3
2,629,243,772) ordinary shares.
Cancellation of shares – –
Information on the called up and paid up capital is given in note 15A
Increase due to share capital reduction – 18,400
of the consolidated financial statements.
Other movements (12) (16)
(f)
9B. Share premium account Dividends paid (3,704) (3,841)
31 December 24,026 24,751
£ million £ million
(e) Profit for the year includes loss on disposal of intangible assets of £119 million
2022 2021 paid by the Company to Unilever IP Holdings B.V. Further to the IP Swap
transactions in 2021 and in line with the swap agreement, a true-up was
1 January 47,125 65,525
carried out to settle amounts with respect to certain IP that led to an unequal
Change during the year: transfer of IP assets between the companies.
(f) Further details are given in note 8 to the consolidated financial statements on
Issuance of ordinary shares – – page 172.
Decrease due to share capital reduction – (18,400)
31 December 47,125 47,125 9E. Profit appropriation

Share premium is the excess of the consideration received over the £ million £ million
nominal value of the shares issued. 2022 2021
(g)
On 15 June 2021, the High Court of Justice of England and Wales Profit for the year 2,988 4,380
approved the reduction of share premium by an amount of £18,400 Dividends
(h)
(2,783) (2,855)
million which has led to a decrease in share premium and a
corresponding increase in the amount of profit retained. To profit retained 205 1,525
(g) Profit for the year includes loss on disposal of intangible assets of £119 million
paid by the Company to Unilever IP Holdings B.V. Further to the IP Swap
transactions in 2021 and in line with the swap agreement, a true-up was
carried out to settle amounts with respect to certain IP that led to an unequal
transfer of IP assets between the companies.
(h) The dividend to be paid in March 2023 (see note 15) is not included in the 2022
dividend amount.

Unilever Annual Report and Accounts 2022 | Financial Statements 211


Notes to the Company Accounts Unilever PLC

10. Treasury risk management The following related party transactions took place during the year
with subsidiaries:
The Company is exposed to market risks from its use of financial
instruments, the management of which is described in note 16B on £ million £ million
pages 188 to 191 in the consolidated financial statements. 2022 2021
Turnover
Market risks
Royalties 104 111
Currency risk Services 107 285
The Company's functional and presentational currency is pound
sterling, however the Company is exposed to loans and amounts due
from or owed to the group companies, and bonds that are Others
denominated in other currencies. The Company's exposure for holding Dividends received 3,237 2,421
monetary assets and liabilities in currencies other than its functional
currency is £36 million (2021: £45 million). The Company entered into Loans and related interest (79) (44)
derivatives to mitigate the foreign currency risk but does not apply Global IPR and service cost (248) (474)
hedge accounting.
Information on guarantees given by PLC to group companies is given in
Currency sensitivity analysis note 12 of the Company Accounts.
The sensitivity analysis below details the Company's sensitivity to a
10% change in the foreign currencies against the pound sterling. These
percentages represent management's assessment of the possible
12. Contingent liabilities and financial commitments
changes in the foreign exchange rates at the respective year-ends. The total amount of guarantees is £32,631 million (2021: £30,942
The sensitivity analysis includes only outstanding foreign currency million).
denominated monetary items and adjusts their translation at the
period-end for the above percentage change in foreign currency rates. This consists of guarantees relating to:
■ The long-term debt issued by group companies such as Unilever
A 10% strengthening of the foreign currencies against the pound Finance Netherlands B.V. and Unilever Capital Corporation, which are
sterling would have led to approximately an additional £4 million gain joint with Unilever United States, Inc.
in the income statement (2021: £5 million gain). ■ Commercial paper issued by Unilever Finance Netherlands B.V. and

Unilever Capital Corporation under the USCP programme, which are


A 10% weakening of the foreign currencies against the pound sterling
on joint and several basis with Unilever United States, Inc.
would have led to an equal but opposite effect.
■ Commercial paper issued by Unilever Finance Netherlands B.V. under

Interest rate risk the multi-currency ECP programme.


The Company is exposed to interest rate risks on its interest-bearing ■ Group companies obligations to the UK and Netherlands pension

loans and amounts due from or owed to the group companies, funds and of the group captive insurance company; and
commercial papers and bonds issued which are swapped to floating ■ Certain borrowings and derivatives of the other group companies.

rate. Increases in benchmark interest rates would increase the interest


There are also certain financial commitments which are not included in
income and interest cost.
the total amount of guarantees because they do not currently relate to
Interest rate sensitivity analysis existing liabilities or cannot be quantified:
The sensitivity analysis below has been determined based on the ■ PLC and Unilever United States, Inc. have guaranteed the standby

exposure to interest rates at the statement of financial position date. facilities of $5,200 million and €2,550 million (2021: $7,965 million) for
the group companies which were undrawn as at 31 December 2022
At 31 December 2022, the Company had £300 million (2021: £Nil) of
and 2021. The additional undrawn credit facilities of €1,500 million as
outstanding fixed to float interest rate swaps on which fair value hedge
at 31 December 2021 were cancelled in 2022;
accounting is applied.
■ The joint and several liability undertakings issued by NV in

The following changes in the interest rates represent management's accordance with Article 2:403 of the Dutch Civil Code for almost all
assessment of the possible change in interest rates at the respective of its Dutch group companies were withdrawn by means of filings
year-ends: with the Dutch Trade Register on 27 November 2020, being the last
practicable date prior to the effective date of the cross-border merger
Assuming that all variables remain constant, a 1.0 percentage point between NV and PLC. With effect from the date of the cross-border
increase in floating interest rates on a full-year basis as at 31 December merger, PLC issued a guarantee confirming PLC’s liability for any
2022 would have led to an additional £79 million of finance cost (2021: residual liability referred to in Article 2:404 (2) of the Dutch Civil Code
£12 million additional finance cost). of NV remaining after the withdrawal of such undertakings, to the
A 1.0 percentage point decrease in floating interest rate on a full-year extent that such liability did not transfer in the cross-border
basis would have an equal but opposite effect. merger; and
■ PLC has guaranteed some contingent consideration of group

companies relating to past business acquisitions and financial


11. Transactions with related parties commitments including indemnities arising from past business
disposals; and certain global and regional contracts
A related party is a person or entity that is related to PLC. These include
both people and entities that have, or are subject to, the influence or The likelihood of all of these guarantees and financial commitments
control of PLC. Information on key management personnel has been being called upon is considered to be remote and so the fair value is
given in note 23 of the consolidated financial statements. deemed to be immaterial.
The following related party balances existed with group companies at
31 December. 13. Remuneration of auditors
£ million £ million The parent company accounts of Unilever PLC are required to comply
with the Companies (Disclosure of Auditor Remuneration and Liability
31 Dec 2022 31 Dec 2021
Limitation Agreements) Regulations 2008. For details of the
Trading and other balances due from/(to) remuneration of the auditors, please refer to note 25 of the
(5,665) (3,312)
subsidiaries consolidated financial statements.
Loans due from/(to) subsidiaries (1,433) (1,463)
Refer to notes 5, 6 and 7 for an explanation of these balances. 14. Remuneration of Directors
Information about the remuneration of Directors is given in the tables
noted as audited in the Directors' Remuneration Report on pages 109 to
131. Information on key management compensation is provided in note
4A to the consolidated financial statements on page 161.

212 Unilever Annual Report and Accounts 2022 | Financial Statements


Notes to the Company Accounts Unilever PLC

15. Post-balance sheet events

Dividend
On 9 February 2023 the Directors announced a dividend of £0.3812 per
PLC ordinary share. Dividends will be paid out of retained profit. The
dividend is payable on 21 March 2023 to shareholders registered at the
close of business on 24 February 2023.

Ordinary share capital issuance


On 27 January 2023, following a block listing of 5,000,000 ordinary
shares of 3 1/9 pence each made in December 2022, an initial tranche
of 50,000 new ordinary shares was issued by Unilever PLC to meet its
obligations under employee share schemes.

Unilever Annual Report and Accounts 2022 | Financial Statements 213


Group Companies
As at 31 December 2022
In accordance with Section 409 of the Companies Act 2006, a list of subsidiaries, partnerships, associates and joint ventures as at 31 December
2022 is set out below. All subsidiary undertakings are subsidiary undertakings of their immediate parent undertaking(s) pursuant to section 1162
(2) (a) of the Companies Act 2006 unless otherwise indicated – see the notes on page 224. All subsidiary undertakings not included in the
consolidation are not included because they are not material for such purposes. All associated undertakings are included in the Unilever Group’s
financial statements using the equity method of accounting unless otherwise indicated – see the notes on page 224.
See page 205 of the Annual Report and Accounts for a list of the significant subsidiaries.
Companies are listed by country and under their registered office address. The aggregate percentage of capital held by the Unilever Group is
shown after the subsidiary company name, except where it is 100%. If the Nominal Value field is blank, then the Share Class Note will identify the
type of interest held in the entity.

Subsidiary undertakings included in the consolidation

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Algeria – Zone Industrielle Hassi Ameur Oran 31000
Cicanorte Industria de Conservas Alimenticas S.A. BRL2.80 1
Unilever Algérie SPA (72.50) DZD1,000.00 1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 16ª andar, Bairro Vila
Argentina – Tucumán 1, Piso 4°, Cdad. de Buenos Aires Olimpia, São Paulo, Zip Code 04547-006
Arisco S.A. ARS1.00 1 E-UB Comércio Limitada BRL1.00 5
Unilever De Argentina S.A. ARS1.00 1 Brazil – Cidade de Valinhos, Estado de São Paulo Rua Campos Salles, nº 20,
Club de beneficios S.A.U. ARS1.00 1 Parte, Centro, Zip Code 13.271-900

Argentina – Mendoza km 7/8 – Pocitos, San Juan Unilever Logistica Serviços Limitada BRL1.00 5

Helket S.A. ARS1.00 1 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Parte – Gelados SP, Wing B,
Vila Gertrudes, Zip Code 04794-000, São Paulo/SP
Argentina – Juana Manso 205, 7mo. Piso, Ciudad Autónoma de Buenos Aires
Unilever Brasil Gelados Limitada BRL1.00 5
Gronextar S.A. ARS1.00 1
Brazil – Av. das Nações Unidas, n. 14.261, 3rd to 6th floors, Wing B Vila
Argentina – Alferez Hipolito Bouchard 4191, Munro, Provincia de Buenos Aires Gertrudes, Zip Code 04794-000, São Paulo/SP
Urent S.A. ARS1.00 1 Unilever Brasil Limitada BRL1.00 5
Australia – 219 North Rocks Road, North Rocks NSW 2151 Brazil – Av. das Nações Unidas, n. 14.261, 3rd floor, Wing A, Vila Gertrudes, Zip
Code 04794-000, São Paulo/SP
Ben & Jerry’s Franchising Australia Limited AUD1.00 1 Unilever Brasil Industrial Limitada BRL1.00 5
TIGI Australia Pty Limited AUD1.00 2 Brazil – Rua Harmonia, 271, Sumarezinho, São Paulo/SP, CEP 05435-000
AUD1.00 3 Mãe Terra Produtos Naturais Limitada BRL1.00 5
Brazil – Rua Tenente Pena, No. 156, Bom Retiro, CEP 01127-020, São Paulo
Unilever Australia (Holdings) Pty Limited AUD1.00 1
Smart Home Comércio E Locação De
Equipamentos S.A (50.01) No Par Value 1
Unilever Australia Group Pty Limited AUD2.7414 1
Unilever Australia Limited AUD1.00 1 Brazil – São Paulo, Estado de São Paulo na Rua Demóstenes nº 1072, Bairro
Campo Belo CEP 04614-010
Unilever Australia Supply Services Limited AUD1.00 1 Ole Franquia Limitada BRL1.00 1
Brazil – Rua Gomes de Carvalho, 1666, conjunto 161, 5ª andar, locker 5D Bairro
Unilever Australia Trading Limited AUD1.00 1 Vila Olimpia, São Paulo, Zip Code 04547-006
Australia – 111-115 Chandos Street, Crows Nest, NSW 2065 Compra Agora Serviços Digitais Limitada BRL1.00 5

Dermalogica Holdings Pty Limited AUD1.00 1 Bulgaria – City of Sofia, Borough Mladost, 1, Business Park, Building 3, Floor 1
Dermalogica Pty Limited AUD2.00 1 Unilever Bulgaria EOOD BGN1,000.00 1
Australia – Level 12, 60 Castlereagh Street, Sydney, New South Wales, 2000 Bulgaria – District Veliko Tarnovo, 5030, Debelets city, Promishlena Zona
Unilever Ice Cream Bulgaria EOOD BGN 5,000.00 1
Paula's Choice International Australia Pty Limited AUD0.01 1
Cambodia – No. 443A Street 105, Sangkat Boeung Pralit, Khan 7 Makara
Austria – Stella-Klein-Löw Weg 13, 1023 Wien Phnom Penh Capital
Delico Handels GmbH EUR36,336.42 1 Unilever (Cambodia) Limited KHR20,000.00 1
Kuner Nahrungsmittel GmbH EUR36,336.42 1 Canada – c/o Austring, Fairman & Fekete, 3081, 3rd Avenue, Whitehorse, Yukon
Territory, Y1A 4Z7
TIGI Handels GmbH EUR36,336.42 1
Dermalogica (Canada) Limited No Par Value 6
ULPC Handels GmbH EUR218,018.50 1
Canada – PO Box 49130, 2900 – 595 Burrard Street, Vancouver BC V7X 1J5
Unilever Austria GmbH EUR10,000,000.00 1 Dollar Shave Club Canada, Inc. CAD0.01 7
Bangladesh – 51 Kalurghat Heavy Industrial Area, Kalurghat, Chittagong Canada – 800-885 West Georgia Street, Vancouver BC V6C 3H1
Unilever Bangladesh Limited (60.75) BDT100.00 1 Seventh Generation Family & Home ULC No Par Value 7
Bangladesh – Fouzderhat Industrial Area, North Kattali, Chattogram 4217 Canada – 1000 rue de la Gauchetière Ouest, Bureau 2500, Montreal H3B 0A2
4012208 Canada Inc. No Par Value 7
Unilever Consumer Care Limited (81.98) BDT10.00 1
Canada – 160 Bloor Street East, Suite 1400, Toronto ON M4W 3R2
Belgium – Industrielaan 9, 1070 Brussels
Unilever Canada Inc. No Par Value 8
Unilever Belgium NV/SA No Par Value 1
No Par Value 9
Bolivia – Av. Blanco Galindo Km. 10.4 Cochabamba
No Par Value 10
Unilever Andina Bolivia S.A. BS100.00 1
No Par Value 11
Brazil – Rua Oscar Freire, n. 957, mezanino, room 1, Cerqueira Cesar, Zip Code
01426-003, São Paulo/SP No Par Value 12

Euphoria Ice Cream Comercio de Alimentos Canada – McCarthy Tetrault LLP, 745 Thurlow Street, Suite 2400, Vancouver, BC,
Limitada BRL1.00 5 V6E 0C5

Brazil – Rod. BR 101-Norte, s/n, km. 43,6 – Room 4, Igarassu /PE Hourglass Cosmetics Canada Limited No Par Value 1

214 Unilever Annual Report and Accounts 2022 | Financial Statements


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Canada – Suite 1700, Park Place, 666 Burrard Street, Vancouver BC, V6C 2X8 Unilever-Cote D’Ivoire (99.78) XOF5,000.00 1
Elida Beauty Canada Inc. USD0.01 7 Cote D’Ivoire – Abidjan-Marcory, Boulevard Valery Giscard d’Estaing, Immeuble
Plein Ciel, Business Center, 26 BP 1377, Abidjan 26
Chile – Av. Las Condes 11.000 Piso 4-5, Vitacura
Unilever Afrique de l’Ouest XOF10,000.00 1
Unilever Chile Limitada 13
Croatia – Strojarska cesta 20, 10000 Zagreb
China – Room 1001, No. 398, Caoxi Road (N), Xuhui District, Shanghai,
200030 Unilever Hrvatska d.o.o. HRK1.00 1
Blueair (Shanghai) Sales Co. Limited CNY1.00 1 Cuba – Zona Especial de Desarrollo Mariel, Provincia Artemisa
China – 1st Floor, No. 78 Binhai 2nd Road, Hangzhou Bay, New District, Ningbo Unilever Suchel, S.A. (60) USD1,000.00 56
City, Zhejiang Province
Cyprus – Head Offices, 195C Old Road Nicosia Limassol, CY-2540 Idalion
Ningbo Hengjing Inspection Technology Co., Industrial Zone – Nicosia
Limited (67.71) CNY1.00 1
Unilever Tseriotis Cyprus Limited (84) EUR1.00 1
China – No.78, Binhai 2 Avenue, Hangzhou Bay New District, Ningbo, 315336
Czech Republic – Voctářova 2497/18, 180 00 Praha 8
Qinyuan Group Co. Limited (67.71) CNY1.00 1
Unilever ČR, spol. s r.o. CZK210,000.00 1

China – Room 744, 9F, No. 583 Lingling Road, Xuhui District, Shanghai, 200030 UNILEVER RETAIL ČR, spol. s r.o. CZK100,000.00 1

Shanghai Qinyuan Environment Protection Denmark – Ørestads Boulevard 73, 2300 København S
Technology Co. Limited (67.71) CNY1.00 1 Unilever Danmark A/S DKK1,000.00 1
China – No.33 North Fuquan Road, Shanghai, 200335 Denmark – Petersmindevej 30, 5000 Odense C
Unilever (China) Investing Company Limited USD1.00 1 Unilever Produktion ApS DKK100.00 1
China – 88 Jinxiu Avenue, Hefei Economic and Technology Development Zone, Djibouti-Haramous, BP 169
Hefei, 230601
Unilever Djibouti FZCO Limited USD200.00 1
Unilever (China) Company Limited USD1.00 1
Dominican Republic – Av. Winston Churchill, Torre Acropolis, Piso 16, Santo
Unilever Services (Hefei) Co. Limited CNY1.00 1 Domingo
China – No. 225 Jingyi Road, Tianjin Airport Economic Area, Tianjin Unilever Caribe, S.A. DOP1,000.00 1
Unilever (Tianjin) Company Limited USD1.00 1 Ecuador – Km 25 Vía a Daule, Guayaquil
China – 1068 Ting Wei Road, Jinshanzui Industrial Region, Jinshan District, Unilever Andina Ecuador S.A. USD1.00 1
Shanghai
Egypt – 5th Floor, North Tower, Galleria 40 Business Complex, Sheikh Zayed, 6th
Unilever Foods (China) Co. Limited USD1.00 1 of October City, Giza
China – No. 166, Lihua Avenue West, Qinglong Town, Pengshan District, Unilever Mashreq for Manufacturing and Trading
Meishan City, Sichuan province 620800 (SAE) EGP10.00 1
Unilever (Sichuan) Company Limited USD1.00 1 Unilever Egypt for Shared Consultations Services EGP10.00 1
China – No.16 Wanyuan Road, Beijing E&T Development, Beijing 100076 Egypt – Public Free Zone, Alexandria
Wall`s (China) Co. Limited USD1.00 1 Unilever Mashreq International Company USD1,000.00 5
China – No. 358, Xingci 1 Road, Hangzhou Bay, New District, Ningbo, 315336
Zhejiang Qinyuan Water Treatment Technology Egypt – 14 May Bridge, Sidi Gaber, Smouha – Alexandria
Co. Limited (67.71) CNY1.00 1
China – Room 326, 3rd Floor, Xinmao Building, No.2 South Taizhong Road Unilever Mashreq Trading LLC (in liquidation) EGP1000.00 5
South, Shanghai Free Trade Zone Commercial United for Import and Export LLC EGP1000.00 1
Unilever Trading (Shanghai) Co. Limited CNY1.00 1 Egypt – 15 Sphinx Square, El-Mohandsin, Giza
China – Floor 1, Building 2, No.33, North Fuquan Road, Shanghai, 200335 Unilever Mashreq for Import and Export LLC EGP100.00 1
Shanghai CarverKorea Limited USD1.00 1 Egypt- Borg El-Arab, Alexandria
China- 2F, No. 10, Lane 255, Xiaotang Road, Fengxian District, Shanghai Fine Foods Egypt SAE (in liquidation) EGP10.00 1
Paula's Choice (Shanghai) Trading Co. Limited CNY10,000,000 8 Egypt- Shooting Club, Dokki, Giza
CNY10,000,000 9 United Beverages (in liquidation) EGP10.00 1
China- Room 1436, No.1256\1258, Wanrong Road, Jing'an District, Shanghai El Salvador – Local 19 Nivel 19, Edificio Torre Futura, Calle El Mirador y 87
avenida norte, Colonia Escalón, San Salvador
Paula's Choice (Shanghai) Technology Co. Limited CNY20,000,000 8 Unilever El Salvador, SCC S.A. de C.V. USD1.00 1
CNY20,000,000 9 Unilever de Centro America S.A. de C.V. USD11.00 1
China- Zibian 2105, No.63, Mingzhu Avenue (North), Conghua District, England and Wales – Unilever House, 100 Victoria Embankment, London, EC4Y
Guangzhou City 0DY
Unilever (Guangzhou) Co. Limited CNY1.00 1 Accantia Group Holdings (unlimited company) GBP0.01 1
China- 5/F, Block 1, Qunjia Building, 366 Shengkang Road, Jiubao Sub-district, Alberto-Culver (Europe) Limited GBP1.00 1
Shangcheng District, Hangzhou
Alberto-Culver Group Limited GBP1.00 1
GoUni (Hangzhou) Trading Co., Limited CNY20,000,000 1
Alberto-Culver UK Holdings Limited GBP1.00 1
China – Room 407, No 1256&1258 Wan Rong Road, Shanghai
Alberto-Culver UK Products Limited GBP1.00 1
UPD China Limited CNY1.00 1
GBP5.00 14
Colombia – Av. El Dorado, No. 69B-45. Bogota Corporate Center Piso 7, Bogotá
Associated Enterprises Limited° GBP1.00 1
Unilever Andina Colombia Limitada COP100.00 1
CPC (UK) Pension Trust Limited 16
ULeX Colombia S.A.S. COP100.00 1
Dollar Shave Club Limited GBP1.00 1
Costa Rica – De la intersección Cariari, 400 mts. Oeste y 800 mts al Norte, frente
a sede Testigos de Jehová, Planta Industrial Lizano, Heredia, Belén, La Elida Beauty Limited GBP1.00 1
Asunción de Belén
GroNext Technologies Limited° GBP1.00 1
Unilever de Centroamerica S.A. CRC1.00 1
Hourglass Cosmetics UK Limited GBP1.00 1
Costa Rica – Provincia de Heredia, Cantón Belén, Distrito de la Asunción, de la
intersección Cariari- Belén, 400 Mts. Oeste, 800 Mts., al Norte Margarine Union (1930) Limited° GBP1.00 1

UL Costa Rica SCC S.A. CRC1.00 1 GBP1.00 18

Cote D’Ivoire – 01 BP 1751 Abidjan 01, Boulevard de Vridi GBP1.00 68

Unilever Annual Report and Accounts 2022 | Financial Statements 215


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
GBP1.00 69 England and Wales – 3 St James's Road, Kingston Upon Thames, Surrey, KT1
2BA
MBUK Trading Limited GBP1.00 1
Nature Delivered Limited GBP0.001 1
Mixhold Investments Limited GBP1.00 1
GBP0.001 79
ND4A Limited GBP1.00 1
GBP0.001 84
TIGI Holdings Limited GBP1.00 1
Marshfield Bakery Limited GBP0.01 1
Toni & Guy Products Limited° GBP0.001 1
England and Wales – 1 More Place, London, SE1 2AF
UAC International Limited GBP1.00 1
Accantia Health and Beauty Limited (in
UML Limited GBP1.00 1 liquidation) GBP0.25 1
Unidis Forty Nine Limited GBP1.00 1 Unidis Sixty Four Limited (in liquidation) GBP1.00 1
Unilever Assam Estates Limited GBP1.00 1 Unilever Bestfoods UK Limited (in liquidation) GBP1.00 1
Unilever Australia Services Limited GBP1.00 1 England and Wales – C/O TMF Group, 8th Floor, 20 Farringdon Street, London,
Unilever Company for Industrial Development EC4A 4AB
Limited GBP1.00 1 Twenty Nine Capital Partners (General Partner)
Unilever Company for Regional Marketing and Limited◊ GBP1.00 1
Research Limited GBP1.00 1 Unilever Ventures Limited GBP1.00 1
Unilever Corporate Holdings Limited° GBP1.00 1 England and Wales – Port Sunlight, Wirral, Merseyside, CH62 4ZD
Unilever Employee Benefit Trustees Limited GBP1.00 1 Unilever Global IP Limited ° GBP1.00 1
Unilever Group Limited° GBP0.25 1 England and Wales – Suite 1, 3rd Floor, 11-12 St. James` Square, London,
Unilever South India Estates Limited° GBP1.00 1 SW1Y 4LB

GBP1.00 15 Paula`s Choice UK Limited GBP1.00 1

Unilever S.K. Holdings Limited GBP1.00 1 England and Wales – Nightingale House, 46-48 East Street, Epsom, Surrey,
KT17 1HQ
Unilever Overseas Holdings Limited° GBP1.00 1
Brand Evangelists for Beauty Limited∆ (80.30) GBP1.00 2
Unilever Superannuation Trustees Limited GBP1.00 1
(100) GBP1.00 58
Unilever U.K. Central Resources Limited GBP1.00 1
(100) GBP1.00 86
Unilever U.K. Holdings Limited° GBP1.00 1
(66.47) GBP1.00 71
Unilever UK & CN Holdings Limited GBP1.00 2
Estonia – Kalmistu tee 28a, Tallinna linn, Harju maakond, 11216
GBP1.00 3
Unilever Eesti AS EUR6.30 1
GBP10.00 23
Ethiopia – Bole Sub City, Kebele 03/05, Lidiya Building, Addis Ababa
GBP10.00 24
Unilever Manufacturing PLC ETB1,000.00 1
Unilever UK Group Limited GBP1.00 2
Finland – Post Box 254, 00101 Helsinki
GBP1.00 3
Unilever Finland Oy EUR16.82 1
GBP1.00 21
Unilever Ingman Production Oy EUR100.00 1
Unilever US Investments Limited° GBP1.00 1
France – 20, rue des Deux Gares, 92500, Rueil-Malmaison
United Holdings Limited° GBP1.00 1
Bestfoods France Industries S.A.S. (99.99) No Par Value 1
England-Wales- C/O Bdo Llp 5 Temple Square, Temple Street, Liverpool, L2 5RH
Cogesal-Miko S.A.S. (99.99) No Par Value 1

BBG Investments (France) Limited (in liquidation) GBP1.00 1 Elida Beauty France S.A.S. (99.99) EUR1.00 1

Unilever Australia Investments Limited (in Fralib Sourcing Unit S.A.S. (99.99) No Par Value 1
liquidation) GBP1.00 1 Saphir S.A.S. (99.99) EUR1.00 1
Unilever Australia Partnership Limited (in Tigi Services France S.A.S. (99.99) No Par Value 1
liquidation) GBP1.00 1
U-Labs S.A.S. (99.99) No Par Value 1
Unilever Innovations Limited (in liquidation) GBP0.10 1 Unilever France S.A.S. (99.99) No Par Value 1
Unilever France Holdings S.A.S. (99.99) EUR1.00 1
TIGI Limited (in liquidation) GBP1.00 1
Unilever France HPC Industries S.A.S. (99.99) EUR1.00 1

England and Wales – Unilever House, Springfield Drive, Leatherhead, KT22 7GR Unilever Retail Operations France (99.99) No Par Value 1

Alberto-Culver Company (U.K.) Limited GBP1.00 1 France – Parc Activillage des Fontaines – Bernin 38926 Crolles Cedex

TIGI International Limited GBP1.00 1 Intuiskin S.A.S. EUR1.00 1

Unilever Pension Trust Limited GBP1.00 1 France – ZI de la Norge – Chevigny Saint-Sauveur, 21800 Quetigny

Unilever UK Limited GBP1.00 1 Amora Maille Societe Industrielle S.A.S. (99.99) No Par Value 1

Unilever UK Pension Fund Trustees Limited GBP1.00 1 France – 42, rue Jean de La Fontaine , Paris, 75016

USF Nominees Limited GBP1.00 1 Laboratoire Garancia EUR62.50 1

England and Wales – The Manser Building, Thorncroft Manor, Thorncroft Drive, UPD EU EUR1.00 1
Dorking Road, Leatherhead, Surrey, KT22 8JB Germany – Wiesenstraße 21. 40549 Düsseldorf
Dermalogica (UK) Limited GBP1.00 1 Dermalogica GmbH EUR25,000.00 1
England and Wales – 1st Floor, 16 Charles II Street, London, SW1Y 4QU Germany – Spitaler Straße 16, 20095 Hamburg
Twenty Nine Capital Partners Limited Partnership ProCepta Service GmbH EUR28,348.00 1
∞ (80) 4
Germany – Neue Burg 1, 20457 Hamburg
Unilever Ventures III Limited Partnership ∞ (86.25) 4 DU Gesellschaft für Arbeitnehmerüberlassung
mbH (99.99) DEM50,000.00 1
England and Wales – Union House, 182-194 Union Street, London, SE1 0LH
NU Business GmbH EUR25,000.00 1
REN Skincare Limited GBP1.00 1
Unilever Deutschland GmbH EUR90,000,000.00 1
REN Limited GBP0.01 1
EUR2,000,000.00 1
Murad Europe Limited GBP1.00 1

216 Unilever Annual Report and Accounts 2022 | Financial Statements


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
EUR1,000,000.00 1 Hong Kong – Unit B, 17/F, United Centre, 95 Queensway, Admiralty
EUR 100.000,00 1 Paula's Choice Hong Kong Limited HKD1.00 1
Unilever Deutschland Holding GmbH EUR39,000.00 1 Paula's Choice Hong Kong Distribution Services
Limited HKD1.00 1
EUR18,000.00 1
Hungary – 1138-Budapest, Váci út 121-127.
EUR14,300.00 1
Unilever Magyarország Kft HUF1.00 1
EUR5,200.00 1
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai
EUR6,500.00 1 400099
Unilever Deutschland Produktions Verwaltungs Daverashola Estates Private Limited (61.90) INR10.00 1
GmbH EUR179,000.00 1
Hindlever Trust Limited (61.90) INR10.00 1
Unilever Deutschland Supply Chain Services
GmbH EUR51,150.00 1 Hindustan Unilever Limited° (61.90) INR1.00 1
Dollar Shave Club GmbH EUR25,000.00 1 Jamnagar Properties Private Limited (61.90) INR10.00 1
T2 Germany GmbH EUR1.00 1 Lakme Lever Private Limited (61.90) INR10.00 1
Germany – Langnesestraße 1, 64646 Heppenheim Levers Associated Trust Limited (61.90) INR10.00 1
Maizena Grundstücksverwaltung Gesellschaft mit Levindra Trust Limited (61.90) INR10.00 1
beschränkter Haftung & Co. offene
Handelsgesellschaft 4 Pond’s Exports Limited (61.90) INR1.00 1
Unilever India Limited (61.90) INR10.00 1
Rizofoor Gesellschaft mit beschränkter Haftung EUR15,350.00 1 Unilever India Exports Limited (61.90) INR10.00 1
EUR138,150.00 1 Unilever Industries Private Limited° INR10.00 1
Schafft GmbH EUR63,920.00 1 Unilever Ventures India Advisory Private Limited INR1.00 1
EUR100,000.00 1 India – S-327, Greater Kailash – II, New Delhi – 110048, Delhi
Unilever Deutschland Produktions GmbH & Co. Blueair India Private Limited INR10. 00 1
OHG 4
India – C/o.Vaish Associates, 106, Peninsula Centre, Dr S.S. Rao Road, Parel,
Germany – Rotebühlplatz 21, 70178 Stuttgart Mumbai, Maharashtra, 400012
TIGI Eurologistic GmbH EUR100.00 1 Jech India Private Limited INR10. 00 1
EUR24,900.00 1 Indonesia – Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat,
TIGI Haircare GmbH EUR25,600.00 1 BSD City, Tangerang, 15345

Germany – Wiesenstr. 21, 40549 Düsseldorf PT Unilever Indonesia Tbk (84.99) IDR2.00 1

Living Proof GmbH EUR1.00 1 PT Unilever Enterprises Indonesia (99.99) IDR1,000.00 1

Murad GmbH EUR1.00 1 PT Unilever Trading Indonesia IDR1,003,875.00 1

Ren GmbH EUR1.00 1 Indonesia – Gedung Pasaraya Blok M Gedung B Lantai 6 dan 7 Jalan
Iskandarsyah II no. 2, DKI Jakarta
Ghana – Swanmill, Kwame Nkrumah Avenue, Accra
PT Gerai Cepat Untung (86) IDR100,000.00 1
Millers Swanzy (Ghana) Limited GHC1.00 1
Indonesia – KEK Sei Mangkei, Nagori Sei Mangkei, Kecamatan Bosar Maligas,
Ghana – Plot No. Ind/A/3A-4, Heavy Industrial Area, Tema, PO Box 721, Tema Kabupaten Simalungun 21183, Sumatera Utara
Unilever Ghana PLC (74.50) GHC0.0192 1 PT Unilever Oleochemical Indonesia IDR1,000,000.00 1
Ghana – Plot No. Ind/A/3A-4, P O Box 721, Tema Iran – No. 23, Corner of 3rd Street, Zagros Street, Argentina Square, Tehran
Unilever Oleo Ghana Limited GHC2.250 1 Unilever Iran (Private Joint Stock Company) IRR1,000,000.00 1
Greece – Kymis ave & 10, Seneka str. GR-145 64 Kifissia Ireland – 20 Riverwalk, National Digital Park, Citywest Business Campus,
Dublin 24
Elais Unilever Hellas SA EUR10.00 1
Lipton Soft Drinks (Ireland) Limited EUR1.26 1
Unilever Knorr SA EUR10.00 1
Unilever Ireland (Holdings) Limited EUR1.26 1
Unilever Logistics SA EUR10.00 1
Unilever Ireland Limited EUR1.26 1
Guatemala – Diagonal 6. 10-50 zona 10, Ciudad de Guatemala. Nivel 17 Torre
Norte Ed. Interamericas World Financial Center Isle of Man – Bridge Chambers, West Quay, Ramsey, Isle of Man, IM8 1DL
Unilever de Centroamerica S.A. GTQ60.00 1 Rational International Enterprises Limited USD1.00 1
Haiti – 115, Rue Panamericaine, Estabissement Número 1, Petion Ville Israel – 3 Gilboa St., Airport City, Ben Gurion Airport
Les Condiments Alimentaires, S.A. (61) HTG1000.00 1 Beigel & Beigel Mazon (1985) Limited ILS1.00 1
Honduras – Anillo Periférico 600 metros después de la colonia, Residencial, Las Israel – 52 Julius Simon Street, Haifa, 3296279
Uvas contigua acceso de residencial Roble Oeste, Tegucigalpa M.D.C.
Bestfoods TAMI Holdings Ltd ILS0.001 1
Unilever de Centroamerica S.A. HNL10.00 1
Israel Vegetable Oil Company Ltd ILS0.0001 1

Hong Kong – Suite 1106-8, 11/F, Tai Yau Building, 181 Johnston Road, Wanchai Unilever Israel Foods Ltd ILS0.10 35

Blueair Asia Limited HKD0.10 1 ILS0.10 79

Hong Kong – 6 Dai Fu Street, Tai Po Industrial Estate, N.T. ILS0.10 17

Unilever Hong Kong Limited HKD0.10 1 ILS0.0002 25


Hong Kong-Room 66, Unit 1111, 11/F, Silvercord Tower 2, 30 Canton Road, Tsim
Sha Tsui, Kowloon Unilever Israel Home and Personal Care Limited ILS1.00 1
Hourglass Cosmetics Hong Kong Limited 1 Unilever Israel Marketing Ltd ILS0.0001 1
Hong Kong – Room 1808, 18/F, Tower II Admiralty Centre, 18 Harcourt Road, Unilever Shefa Israel Ltd ILS1.00 1
Admiralty
Israel – Haharoshet 1, PO Box 2288, Akko, 2451704
Hong Kong CarverKorea Limited HKD1.00 7
Glidat Strauss Limited ILS1.00 30
Hong Kong – 14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay
ILS1.00 1
UPD Hong Kong Limited HKD100.00 1
ILS1.00 31
Hong Kong – 14/F, One Taikoo Place, 979 King’s Road, Quarry Bay
Israel – Park Zvaim Industrial Area, Beit Shean / Correspondance:
Go-Uni Limited (67) USD21.072.300.00 1 PO Box 787, Beit Shean, 1171601

Unilever Annual Report and Accounts 2022 | Financial Statements 217


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Dollar Shave Club Israel Limited NIS0.10 1 Unilever (Malaysia) Holdings Sdn. Bhd. No Par Value 1
Italy – Piazza Paleocapa 1/D, 10100, Torino Unilever (Malaysia) Services Sdn. Bhd. No Par Value 1
Gromart S.R.L. EUR1,815,800.00 1 Unilever Malaysia Aviance Sdn. Bhd. No Par Value 1
Italy – Via Crea 10, 10095, Grugliasco Mexico – Av. Tepalcapa No.2, Col. Rancho Santo Domingo, C.P. 54900 Tultitlán,
Estado de México
G.L.L. S.R.L. (51) EUR1.00 1
Unilever de Mexico S. de R.L. de C.V. 4
Italy – Via Tortona 25, cap 20144 – Milano
Unilever Holding Mexico S.de R.L. de C.V. 4
Intuiskin S.R.L. EUR10,000.00 1
Unilever Manufacturera S.de R.L. de C.V. 4
Italy – Viale Sarca 235, 20126 Milan
Unilever Italia Administrative Services S.R.L. EUR70,000.00 1 Servicios Professionales Unilever S.de R.L. de C.V. 4
Italy – Via Paolo di Dono 3/A 00142 Roma Unilever Mexicana S.de R.L. de C.V. 4
Unilever Italia Logistics S.R.L. EUR600,000.00 1 Unilever Real Estate Mexico S.de R.L. de C.V. 4
Unilever Italia Manufacturing S.R.L. EUR10,000,000.00 1
Unilever Italia Mkt Operations S.R.L. EUR25,000,000.00 1 Unilever Servicios de Promotoria, S.de R.L. de C.V. 4

Unilever Italy Holdings S.R.L. EUR1,000.00 1


NA Sourcing West S. de R.L. de C.V. 4
Italy – Via Plava, 74 10135 Torino
Moldova – 6A Uzinelor Street, Kishinev, MD -2023
Equilibra S.R.L. (75) EUR1.00 1
Betty Ice Moldova S.R.L. MDL7,809,036.00 1
Armores Srl (75) EUR1.00 1
Morocco – Km 10, Route Cotiere, Ain Sebaa, Casablanca
Syrio Srl (75) EUR1.00 1
Unilever Maghreb S.A. MAD100.00 1
Italy – Via Quercete, n.a. 81016, San Potito Sannitico (CE)
Mozambique – Avenida 24 de Julho, Edifício 24, nº 1097, 4º andar, Maputo
P2P S.r.l (50) EUR1.00 1
Unilever Mocambique Limitada USD0.01 1
Italy – Business Center Monte Napoleone, Via Monte Napoleone 8, 20121 –
Milano Myanmar – Plot No (40,41,47), Min Thate Hti Kyaw Swar Road, 39 Ward, Shwe
Pyi Thar Industrial Zone (2), Shwe Pyi Thar Township, Yangon Region, 11411
UPD Italia S.r.l. EUR10,000.00 5
MMK11,129,679,6
Japan – 2-1-1, Kamimeguro, Meguro-ku, Tokyo 153-8578 Unilever (Myanmar) Limited 00.00 1
Unilever Japan Customer Marketing K.K. JPY100,000,001.00 1 Unilever (Myanmar) Services Limited MMK2,000,000.00 1
Unilever Japan Holdings G.K. JPY10,000,000.00 1 Myanmar – Lot No. 31, Bamaw Ahtwin Wun Street, Hlaing Thar Yar Industrial
Zone 3, Hlaing Thar Yar Township, Yangon, 11401.
Unilever Japan K.K. JPY100,000,001.00 1
MMK500,000,000,
Unilever Japan Service K.K. JPY50,000,000.00 1 Unilever EAC Myanmar Company Limited (60) 000. 00 1
Rafra Japan K.K. JPY20,000,000.00 7 Nepal – Basamadi, Hetanda – 3, Makwanpur
Japan – Level 20 Marunouchi Trust Tower – Main, 8-3, Marunouchi 1-chome, Unilever Nepal Limited (53.75) NPR100.00 1
Chiyoda-ku, Tokyo
Netherlands – Weena 455, 3013 AL Rotterdam
UPD Japan K.K. 1
Alberto-Culver Netherlands B.V. EUR1.00 2
Jersey – 13 Castle Street, St Helier, Jersey, JE4 5UT
EUR1.00 3
Unilever Chile Investments Limited GBP1.00 1
Argentina Investments B.V. EUR454.00 1
Jordan – Ground floor- Office No.1, GH24 Building, Business Park, Development
Zone, Amman BFO Holdings B.V. EUR1.00 1
Unilever Jordan for Marketing Services JOD1000.00 1 Brazinvest B.V. EUR1.00 1
Kazakhstan – Raimbek, Avenue 160 A, Office 401, Almaty Chico-invest B.V. EUR455.00 1
Unilever Kazakhstan LLP 4 Doma B.V. NLG1,000.00 1
Kenya – Commercial Street, Industrial Area, P.O. BOX 30062-00100, Nairobi Handelmaatschappij Noorda B.V. NLG1,000.00 1
Unilever Kenya Limited° KES20.00 1 Hourglass Cosmetics Europe B.V. EUR1.00 1
Korea – 443 Taeheran-ro, Samsung-dong, Kangnam-gu, Seoul Unilever Foods & Refreshments Global B.V. EUR453.78 1
Unilever Korea Chusik Hoesa KRW10,000.00 1 Itaho B.V. EUR1.00 1
Korea – 81, Tojeong 31-gil, Mapo-gu, Seoul Lipoma B.V. NLG1,000.00 1
CARVERKOREA Co., Limited (97.47) KRW500.00 7 Marga B.V. EUR1.00 1
Korea – #1-313 #1-314, 48, Achasan-ro 17-gil, Seongdong-gu, Seoul Mavibel (Maatschappij voor Internationale
Beleggingen) B.V. EUR1.00 1
Paula's Choice Korea, Limited KRW1.00 1 Mexinvest B.V. EUR1.00 1
Laos – Viengvang Tower, 4th Floor, Room no. 402A, Boulichan Road, Dongpalan Mixhold B.V.° EUR1.00 2
Thong Village, Sisattanak District, Vientiane Capital
EUR1.00 3
Unilever Services (Lao) Sole Co. Limited LAK80,000.00 1
EUR1.00 26
Latvia – Kronvalda bulvāris 3-10, Rīga, LV-1010
N.V. Elma NLG1,000.00 1
Unilever Baltic LLC EUR1.00 1
NLG1,000.00 27
Lebanon – Sin El Fil, Zakher Building, Floor 4, Beirut
New Asia B.V. EUR1.00 1

Unilever Levant s.a.r.l. LBP1,000,000.00 1 Nommexar B.V. EUR1.00 1

Lithuania – Skuodo st. 28, Mazeikiai, LT-89100 Ortiz Finance B.V. NLG100.00 1

UAB Unilever Lietuva distribucija EUR3,620.25 1 Pabulum B.V. NLG1,000.00 1

UAB Unilever Lietuva ledu gamyba EUR3,620.25 1 Rizofoor B.V. NLG1,000.00 1

Malawi – Room 33, Gateway Mall, Area 47, Lilongwe Malawi Rolf von den Baumen’s Vetsmelterij B.V. EUR454.00 1

Unilever South East Africa (Private) Limited MWK2.00 1 Rolon B.V. NLG1,000.00 1

Malaysia – Suite 2-1, Level 2, Vertical Corporate Tower B, Avenue 10, The Saponia B.V. NLG1,000.00 1
Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur ThaiB1 B.V. NLG1,000.00 1

218 Unilever Annual Report and Accounts 2022 | Financial Statements


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
ThaiB2 B.V. NLG1,000.00 1 Unilever Pakistan Limited (99.29) PKR50.00 1
Unilever Administration Centre B.V. EUR1.00 1 (71.78) PKR100.00 14
Unilever Alser B.V. EUR1.00 1 Delivery Hub (Private) Limited (64.13) PKR10.00 1
Unilever Berran B.V. EUR1.00 1 Palestine – Ersal St. Awad Center P.O. Box 3801 Al-Beireh, Ramallah
Unilever Canada Investments B.V. EUR1.00 1 Unilever Market Development Company (in
liquidation) ILS1.00 1
Unilever Caribbean Holdings B.V. EUR1,800.00 1
Unilever Employment Services B.V. NLG1,000.00 1 Palestine – Jamil Center, Al-Beireh, Ramallah
Unilever Europe B.V. EUR1.00 1
Unilever Europe Business Center B.V. EUR454.00 1 Unilever Agencies Limited (99) (in liquidation) JOD1.00 1
Panama – Punta Pacífica, Calle Isaac Hanoro Missri, P.H. Torre de las Américas,
Unilever Finance International B.V. EUR1.00 1
Torre C, Oficina 32, corregimiento de San Francisco, Distrito y Provincia de
o
Unilever Finance Netherlands B.V. EUR1.00 1 Panamá
FoodServiceHub B.V. EUR1.00 1 Unilever Regional Services Panama S.A. USD1.00 1
Unilever Global Services B.V. EUR1.00 1 Panama – Calle Isaac Honoro, Torre de las Americas, torre C, piso 32,
corregimiento de San Francisco, distrito y provincia de Panamá
Unilever Holdings B.V. EUR454.00 1
Unilever de Centroamerica S.A. No Par Value 1
Unilever IP Holdings B.V. EUR1.00 1
Paraguay – 4544 Roque Centurión Miranda N° 1635 casi San Martin. Edificio
Unilever Indonesia Holding B.V. EUR1.00 1 Aymac II, Asunción
Unilever Insurances N.V. EUR454.00 1 Unilever de Paraguay S.A. PYG1,000,000.00 1
Unilever International Holdings B.V. ° EUR1.00 1 Peru – Av. Paseo de la Republica 5895 OF. 401, Miraflores, Lima 18
Unilever Netherlands Retail Operations B.V. EUR1.00 1 Unilever Andina Perú S.A. PEN1.00 1
Unilever Nederland Holdings B.V. EUR454.00 1 Philippines – Linares Road, Gateway Business Park, Gen. Trias, Cavite
Unilever Nederland Services B.V. EUR460.00 1 Metrolab Industries, Inc. PHP1.00 7
Unilever PL Netherlands B.V. EUR1.00 1 PHP10.00 14
Unilever Turkey Holdings B.V. EUR1.00 1 Philippines – 7th Floor, Bonifacio Stopover Corporate Center, 31st Street corner
Unilever US Investments B.V.° EUR1.00 1 2nd Avenue, Bonifacio Global City, Taguig City

Unilever Ventures Holdings B.V. EUR453.79 1 Unilever Philippines, Inc. PHP50.00 7

Univest Company B.V. EUR1.00 1 Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
Global City, Taguig City
UNUS Holding B.V. EUR0.10 2
Universal Philippines Body Care, Inc. PHP100.00 7
EUR0.10 3
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Non-voting† Manggahan, Pasig City
Verenigde Zeepfabrieken B.V. NLG1,000.00 1 Unilever RFM Ice Cream, Inc. (50) PHP1.00 29
Wemado B.V. NLG1,000.00 1 Philippines – Four/Neo, 12th Floor, Fourth Avenue, Bonifacio Global City,
Barangay Fort Bonifacio, Taguig 1634, Metro Manila
Netherlands – Hofplein 19 3032 AC Rotterdam
Gronext Technologies Phils., Inc. PHP1.00 1
Unilever Nederland B.V. EUR454.00 1
Poland – Jerozolimskie 134, 02-305, Warszawa
Netherlands – Valkweg 2 7447JL Hellendoorn
Unilever Polska Sp. z o.o. PLN50.00 1
Ben en Jerry’s Hellendoorn B.V. EUR453.78 1
Unilever Poland Services Sp. z o.o. PLN50.00 1
Netherlands – Markhek 5, 4824 AV Breda
Unilever Polska S.A. PLN10.00 1
De Korte Weg B.V. EUR1.00 1
Puerto Rico – Professional Services Park 997, San Roberto St., Suite 7, San Juan
EUR1.00 26
Unilever de Puerto Rico, Inc° USD100.00 1
Non-voting†
Qatar – Almana & Partners WLL Building, Area No. 43, Al Mamoura, PO BOX 49
Netherlands – Bronland 14, 6708 WH Wageningen
Unilever Qatar LLC QAR1,000.00 1
Unilever Innovation Centre Wageningen B.V. EUR460.00 1
Romania – Ploiesti, 291 Republicii Avenue, Prahova County
Netherlands- Grote Koppel 7, 3813 AA Amersfoort
Unilever Romania S.A. (99) ROL0.10 1
Paula's Choice Europe B.V. EUR1.00 1
Unilever South Central Europe S.A. ROL260.50 1
Netherlands – Unilever House, 100 Victoria Embankment, London, EC4Y 0DY
(Registered Seat: Rotterdam) Romania – 121 Cernăuţi Street, Suceava 720089

Unilever Overseas Holdings B.V. NLG1,000.00 1 Betty Ice SRL RON10.00 1

New Zealand – Level 4, 103 Carlton Gore Rd, Newmarket, Auckland 1023 Romania – 9-9A Dimitrie Pompei Blvd, Iride Business Park Buildings 5 and 6, 2nd
District, Bucuresti
Ben & Jerry’s Franchising New Zealand Limited No Par Value 1
Good People SA (75) RON10.00 1
Unilever New Zealand Limited NZD2.00 1
Russia – 644031, 205, 10 let Oktyabrya, Omsk
Nicaragua – Km 11.5, Carretera Vieja a León, 800 Mts Norte, 100 Mts Este, 300
Mts Norte, Managua RUB
Inmarko-Trade LLC 1,000,000.00 13
Unilever de Centroamerica S.A. NIC50.00 1
Russia – 123022, Floor 7, Premise 19, Room 36, 13, Sergeya Makeeva Street,
Niger – BP 10272 Niamey Moscow
Unilever Niger S.A. (88.81) XOF10,000.00 1 RUB
Unilever Rus LLC 28,847,390, 269.19 13
Nigeria – 1 Billings Way, Oregun, Ikeja, Lagos
Russia – Tula region, Leninsky district, Ilyinskoye rural settlement, Varvarovka
Unilever Nigeria Plc (75.97) NGN0.50 1 village, Varvarovsky pass, Building 15-F, Room 406, Floor 3
West Africa Popular Foods Nigeria Limited (51) NGN1.00 1 Gourmand LLC RUB10,000.00 4
Norway – Martin Linges vei 25, Postbox 1, 1331 Fornebu Rwanda – Sanlam Towers, P.O.Box 973, Kigali
Unilever Norge AS NOK100.00 1 Unilever Rwanda Limited RWF 1,000 1
Pakistan – Avari Plaza, Fatima Jinnah Road, Karachi – 75530 Saudi Arabia – PO Box 5694, Jeddah 21432
Unilever Pakistan Foods Limited (76.57) PKR10.00 1 X
Binzagr Unilever Limited (49) SAR1,000.00 1

Unilever Annual Report and Accounts 2022 | Financial Statements 219


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Serbia – Belgrade, Serbia, Omladinskih brigada 90b – Novi Beograd Switzerland – Hinterbergstr. 30, CH-6312 Steinhausen
Unilever Beograd d.o.o. 13 Oswald Nahrungsmittel GmbH CHF800,000.00 1
Singapore – 18 Nepal Park, 139407 Taiwan – 15F, No. 39, Sec. 2, Dunhua S. Road, Da’an District, Taipei City
Unilever Asia Private Limited No Par Value 1 Unilever Taiwan Limited (99.92) TWD10.00 1
Unilever Singapore Pte. Limited No Par Value 1 Taiwan – 8 F-1 & 8F-2, No. 186, Sec. 1, Zhangmei Rd., Changhua City, Changhua
County 50062, Taiwan (R.O.C.)
UPD Singapore Pte. Limited SGD1.00 1
Paula's Choice Taiwan Co., Limited NTD10.00 1
Gronext Technologies Pte. Ltd. No Par Value 1
Tanzania – Plot No. 4A, Nyerere Road, Dar Es Salaam, P.O. Box 40383
Slovakia – Karadzicova 10, 821 08 Bratislava
Unilever Tanzania Limited TZS20.00 1
Unilever Slovensko, spol. s. r.o. EUR1.00 1
Thailand – 161 Rama 9 Road, Huay Kwang, Bangkok 10310
South Africa – 15 Nollsworth Crescent, Nollsworth Park, La Lucia Ridge Office
Estate, La Lucia, 4051 Unilever Thai Holdings Limited THB100.00 1
Unilever Market Development (Pty) Limited ZAR1.00 1 Gronext Technologies Thailand Limited THB100.00 1
Unilever South Africa (Pty) Limited ZAR2.00 1 Unilever Thai Trading Limited THB100.00 1
Unilever South Africa Holdings (Pty) Limited ZAR1.00 1 Thailand – 12 A Floor Unit B1-B2, Office No. 1225, 989 Siam Piwat Tower, Rama I
Road, Pathumwan Sub-district, Pathumwan District, Bangkok 10330
ZAR1.00 2
UPD (Thailand) Co. Limited THB100.00 1
ZAR1.00 3
Trinidad & Tobago – Eastern Main Road, Champs Fleurs
South Africa – 4 Merchant Place, CNR Fredman Drive and Rivonia Road
Sandton, 2196 Unilever Caribbean Limited (50.01) TTD1.00 1
Aconcagua 14 Investments (RF) (Pty) Limited ZAR1.00 1 Tunisia – Z.I. Voie Z4-2014 Mégrine Erriadh – Tunis
Spain – PA / Reding, 43, Izda 1, 29016 Malaga Unilever Tunisia S.A. (97.44) TND6.00 1
Intuiskin S.L.U. EUR1.00 1 Unilever Maghreb Export S.A. TND5.00 1
Spain – C/ Tecnología 19, 08840 Viladecans Tunisia – Z.I. Voie Z4, Megrine Riadh, Tunis, 2014
X
Unilever Espana S.A. EUR48.00 1 UTIC Distribution S.A. (49) TND10.00 1
Spain – C/ Felipe del Río, 14 – 48940 Leioa Turkey – Saray Mahallesi Dr. Adnan Büyükdeniz Cad. No.13 34768 Ümraniye –
İstanbul
Unilever Foods Industrial Espana, S.L.U. EUR600.00 1
o
Unilever Gida Sanayi ve Ticaret AŞ (99.98) TRY0.01 1
Sri Lanka – 258 M Vincent Perera Mawatha, Colombo 14
o
Unilever Sanayi Ve Ticaret Türk Aş (99.98) TRY0.01 1
Unilever Merchandising Private Limited No Par Value 1
Besan Besin Sanayi ve Ticaret AŞ (99.99) TRY0.01 1
Ceytea (Private) Limited No Par Value 1
Dosan Konserve Sanayi ve Ticaret AŞ (99.64) TRY0.01 1
Lever Brothers (Exports and Marketing) (Private) Unilever Hizli Tuketim Urunleri Satis Pazarlama ve
Limited° No Par Value 1 Ticaret Anonim Sirketi TRY0.01 1
Maddema Trading Company (Private) Limited No Par Value 1 Turkey – İçerenköy Mahallesi, Topçu İbrahim Sokak, Quick Tower
Sitesi, No:8-10D, Ataşehir, İstanbul
Premium Exports Ceylon (Private) Limited No Par Value 1
Gronext Teknoloji Bilişim Ticaret A.Ş. TRY1.00 1
R.O. Mennell & Co. (Ceylon) (Private) Limited No Par Value 1
Uganda – DFCU Towers, 5th Floor, Plot 26 Kyadondo Road, Industrial Area, P.O.
Unilever Ceylon Services (Private) Limited No Par Value 1 Box 3515, Kampala
Unilever Lipton Ceylon Limited No Par Value 1 Unilever Uganda Limited UGX20.00 1
Unilever Sri Lanka Limited° No Par Value 1 Ukraine – 04119, 27-T, Letter A, Dehtyarivska Str., Kyiv
Sudan – Property no. 125, block 2, Industrial Area, Kafuri District, Bahri, Kafori UAH
Unilever Sudanese Investment Company SDG10,000.00 1 Unilever Ukraine LLC 1,151,329,851 13

Sweden – Box 1056, Svetsarevägen 15, 171 22, Solna Stockholm United Arab Emirates – PO Box 17053, Jebel Ali, Dubai
X
Alberto Culver AB SEK100.00 1 Severn Gulf FZCO (50) AED100,000.00 1

Unilever Holding AB SEK100.00 1 Unilever Gulf FZE AED1,000,000.00 1

Unilever Produktion AB SEK50.00 1 United Arab Emirates – Office No.1, Easa Saleh AlGurg Building, Bur Dubai –
AlKarama, Dubai
Unilever Sverige AB SEK100.00 1
X
Sweden – Karlavagen 108, 115 26 Stockholm Unilever Binzagr Gulf General Trading LLC (50) AED1,000.00 1
Blueair AB SEK100.00 1 Unilever General Trading LLC AED1,000.00 1
Sweden – Karlavagen 108, 115 26, Stockholm United Arab Emirates – Warehouse No. 1.2, Dubai Industrial Park – Seeh Shwaib
2
Jonborsten AB SEK1.00 1
Unilever Home & Personal Care Products
Sweden – Nordenskioldgatan 19, 413 09 Goteborg X
Manufacturing LLC (49) AED1,000.00 1
Nature Delivered Sweden AB SEK1.00 1
Switzerland – Bahnhofstrasse 19, CH 8240 Thayngen United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201

Knorr-Nährmittel Aktiengesellschaft CHF1,000.00 1 Alberto-Culver Company No Par Value 1

Unilever Schweiz GmbH CHF100,000.00 1 Alberto-Culver International, Inc. USD1.00 1

Switzerland – Spitalstrasse 5, 8200, Schaffhausen


Alberto-Culver (P.R.), Inc. (in liquidation) No Par Value 1
Helmsman Capital AG CHF1,000.00 1
Alberto-Culver USA, Inc. No Par Value 1
Unilever Supply Chain Company AG CHF1,000.00 1
BC Cadence Holdings, Inc. USD0.01 1
Unilever ASCC AG CHF1,000.00 1
Beautypedia, LLC 13
Unilever Finance International AG CHF1,000.00 1
Ben & Jerry’s Gift Card, LLC 13
Unilever Business and Marketing Support AG CHF1,000.00 1
Chesebrough-Pond’s Manufacturing Company (in
Unilever Overseas Holdings AG CHF1,000.00 1 liquidation) No Par Value 1
Unilever Schaffhausen Service AG CHF1,000.00 1 Conopco, Inc. USD1.00 7
Unilever Swiss Holdings AG CHF1,000.00 1 Kate Somerville Holdings, LLC 13

220 Unilever Annual Report and Accounts 2022 | Financial Statements


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Kate Somerville Skincare LLC 13 Nirvana Holdco LLC 7
The Laundress, LLC 13 Nirvana Intermediate LLC 7
Pantresse, Inc. USD120.00 1 Nutraceutical Wellness, Inc. 7
Paula's Choice, LLC 13 The Uncovery, LLC 13
Skin Health Experts, LLC 13 United States – 1241 Electric Avenue, Venice CA 90291
Kensington & Sons, LLC No Par Value 13 Kingdom Animalia, LLC 13
St. Ives Laboratories, Inc. USD0.01 1 United States – 11 Ranick Drive South, Amityville, NY 11701
Kirei Intermediate Holdings, LLC 13 Sundial Brands, LLC 13
TIGI Linea Corp No Par Value 1 Madam C.J. Walker Enterprises, LLC 13
Unilever AC Canada Holding, Inc. USD10.00 1 Nyakio, LLC 13
Unilever Bestfoods (Holdings) LLC 13
United States – 1169 Gorgas Avenue, Suite A, San Francisco CA 94129
Unilever Capital Corporation USD1.00 1
Olly Public Benefit Corporation USD0.00001 7
Unilever North America Supply Chain Company,
LLC 13
United States – 208 Utah Street, Suite 300, San Francisco, CA, 94103
Unilever United States Foundation, Inc. 13 Tatcha, LLC 4
Unilever United States, Inc. USD0.3333 7 United States – 777 S Aviation Blvd, El Segundo, CA 90245
Unilever Ventures Advisory LLC 13 The LIV Group, Inc. No Par Value 13
US Health & Wellbeing LLC No Par Value 13 United States – 4056 Del Rey Avenue, Marina Del Rey, CA 90292
United States- 1535 Beachey Pl Carson, CA 90746 SmartyPants, Inc. USD0.00001 7
United States – 1169 Gorgas Avenue, Suite A, San Francisco, CA 94129
Dermalogica, LLC 13
Welly Health PBC USD0.00001 7
United States- 2121 Park Place, First Floor El Segundo, CA 90245
United States- 30 Community Drive, South Burlington, Vermont 05403
Murad LLC 13 Ben & Jerry’s Franchising, Inc. USD1.00 7
United States – 1090 King Georges Post Road, Suite 505 Edison, NJ 08837 Ben & Jerry’s Homemade, Inc. USD1.00 7
REN USA Inc. No Par Value 7
United States – 1675 South Street, Suite B, City of Dover, DE 19901
United States – 125 S Clark, Suite 2000, Chicago, IL 60603
Onnit Academy, LLC 13
Blueair Inc. No Par Value 1
Onnit Labs, Inc. USD0.0001 7
United States – 2816 S. Kilbourne Avenue, Chicago IL 60624
United States- 8 The Green STE R, City of Dover, Kent County, Delaware, 19901
Unilever Illinois Manufacturing, LLC 13
Brand Evangelists for Beauty Inc.∆ (80.30) GBP1.00 2
United States – 2900 W. Truman Boulevard, Jefferson City, MO 65109
(100) GBP1.00 58
Unilever Manufacturing (US), Inc. USD1.00 1
(100) GBP1.00 86
United States – 40 Merritt Boulevard, Trumbull, CT 06611
(66.47) GBP1.00 71
Unilever Trumbull Holdings, Inc. USD1.00 7
Uruguay – Camino Carrasco 5975, Montevideu
Unilever Trumbull Research Services, Inc. USD1.00 1
Unilever Uruguay SCC S.A. UYU1.00 1
United States – 233 Bleecker Street, New York, 10014
Uruguay- Luis Bonavita 1294, Montevideo
Carapina LLC (in liquidation) 13
Unilever America Latina S.A. UYU1.00 1
Grom Columbus LLC (in liquidation) 13
Venezuela – Edificio Torre Corp Banca, Piso 15, entre Avenidas Blandín y Los
Grom Malibu LLC (in liquidation) 13 Chaguaramos, Urbanización La Castellana, Caracas
Hollywood LLC (in liquidation) 13 Unilever Andina Venezuela S.A. Bs1.00 1
Spatula LLC (in liquidation) 13 Vietnam – Lot A2-3, Tay Bac Cu Chi Industry Zone, Tan An Hoi Ward, Cu Chi
United States – 60 Lake Street, Suite 3N, Burlington, VT 05401 District, Ho Chi Minh City

Seventh Generation Canada, Inc. No Par Value 7 VND863,104,820,0


Unilever Vietnam International Company Limited 00.00 13
Seventh Generation, Inc. USD0.001 7
Vietnam – No.156, Nguyen Luong Bang Street, Tan Phu Ward, District 7, Ho Chi
United States – 13335 Maxella Ave. Marina del Rey, CA 90292 Minh City
Dollar Shave Club, Inc. USD0.001 13 VND4,600,000,000.
Unicorn Market Place Vietnam Company Limited 00 13
Personal Care Marketing & Research Inc USD 1.00 7 Zambia – Stand 2375, Corner Addis Ababa Drive & Great East Road, Show
Grounds, Lusaka
United States – 2711 Centerville Road, Suite 400, Wilmington, Delaware
Grom Franchising LLC (In Liquidation) 13 Unilever South East Africa Zambia Limited ZMK2.00 34
United States- 251 Little Falls Drive, Wilmington, DE 19808
ZMK2.00 1
Zimbabwe – 2 Stirling Road, Workington, Harare
Beautypedia, LLC 13 Unilever – Zimbabwe (Pvt) Limited∆ ZWD0.002 1
Paula's Choice Acquisitionco, Inc. USD0.01 7
SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION
Paula's Choice Holdings, Inc. USD0.01 7
Austria – Rochusgasse 4, 5020, Salzburg
Paula's Choice, Inc. USD0.001 22
NATURAL EVOLUTION GmbH EUR100.00 1
United States – 55 East 59th Street, New York, 10022
Australia – PO Box H237, Australia Square, NSW 1215
Intuiskin Inc. No Par Value 1
Brand Evangelists for Beauty Pty Ltd ∆ (80.30) 2
United States – CTC 1209 Orange Street Wilmington, DE19801
(100) 58
Living Proof, Inc. USD0.01 1
(100) 86
Nature Delivered, Inc. USD0.01 7
(66.47) 71

Unilever Annual Report and Accounts 2022 | Financial Statements 221


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
Brazil – Av Das Nacoes Unidas, 14261 4º Andar Ala B, Vila Gertrudes, Cep Uflexreward Holdings LimitedΔ (99.1) GBP0.001
04792-000, Sao Paulo
England and Wales – Unit 1.8 & 1.9 The Shepherds Building, Charecroft Way,
London, W14 0EE
Unileverprev Sociedade De Previdencia Privada 13
SCA Investments Limited∆◊ (15.61) GBP0.001 40

England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY (25.19) GBP0.001 41

Uflexreward Limited GBP0.001 35 (3.65) GBP0.001 42

England and Wales – 1 More London Place, London, SE1 2AF


England and Wales – 2nd Floor, 5 Jubilee Place, Chelsea, London, SW3 3TD

Unidis Twenty Six Limited (in liquidation) GBP1.00 1 Trinny London Limited∆◊ (54.88) GBP0.01 43

Lever Brothers Port Sunlight Limited (in (32.32) GBP0.01 77


liquidation) GBP1.00 1
England and Wales – c/o TMF Group, 8th Floor, 20 Farringdon Street, London, England and Wales – 127 North Milton Park, Abingdon, Oxfordshire OX14 4SA
EC4A 4AB P2i Limited∆◊ (12.89) GBP0.0001 1
(5.44) GBP0.0001 44
Unilever Ventures General Partner Limited◊ GBP1.00 1
(5.44) GBP0.0001 46
Haiti – Port-au-Prince
(4.20) GBP0.0001 52
Unilever Haiti S.A. HTG500,000 56
(4.20) GBP0.0001 50
India – Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400
099 (2.44) GBP0.0001 102
Bhavishya Alliance Child Nutrition Initiatives (50) GBP1.0000 80
(61.90) INR10.00 1
England and Wales – Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge
Wells, Kent, TN4 8BS
Hindustan Unilever Foundation (61.90) INR10.00 1
Clean Beauty Co Ltd∆◊ (99.66) GBP0.0001 97

India – Ground Floor, Plot No 57, Industrial Area Phase I, Chandigarh 160002 (26.72) GBP0.0001 58
England and Wales – C4 Lab Psc Building, Unilever R&D Port Sunlight, Quarry
Zywie Ventures Private Limited INR10.00 Road East, Bebington, Wirral, CH63 3JW
Penhros Bio Limited◊ (50) GBP1.00 1
Jamaica – White Marl Street, Spanish Town, PO Box 809, Parish Saint Catherine England and Wales- C/O Bcs Windsor House, Station Court, Station Road,
Unilever Jamaica Limited JMD1.00 1 Great Shelford, Cambridge, Cambridgeshire, England, CB22 5NE

Kenya – Commercial Street, P.O. BOX 40592-00100, Nairobi VHSquared Limited◊ (in liquidation) (39.47) GBP0.01 1

Union East African Trust Limited KES20.00 1 (1.79) GBP0.01 44

Myanmar – Shwe Gon Daing (West) 5th Street, No. 196, Mimosa Tower, Shwe (17.86) GBP0.01 101
Gon Daing (West) Ward, Bahan Township, Yangon, Myanmar 11201 France – 13, avenue Morane Saulnier, 78140 Velizy Villacoublay
Lever Brothers (Burma) Limited MMK0.5 1 Pegase S.A.S. (25) EUR5,000.00 1
Scotland – c/o Brodies LLP, Capital Square 58 Morrison Street, Edinburgh, EH3 France – 7 rue Armand Peugeot, 92500 Rueil-Malmaison
8BP
Relais D’or Centrale S.A.S. (49.99) No Par Value 1
Unilever Ventures (SLP) General Partner Limited◊ GBP1.00 1 Germany – Beerbachstraße 19, 91183 Abenberg
United States – 13335 Maxella Ave. Marina del Rey, CA 90292 Hans Henglein & Sohn GmbH ◊ (50) EUR100,000.00 1
DSC Distribution, Inc. 7 Henglein & Co. Handels-und Beteiligungs GmbH &
Co. KG◊ (50) 4
United States – 233 Bleecker Street, New York, 10014
Grom WTC LLC 13 Henglein Geschäftsführungs GmbH◊ (50) DEM50,000.00 1
Grom Century City LLC 13
Nürnberger Kloßteig NK GmbH & Co. KG◊ (50) 4
United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
Street, Wilmington, Delaware, 19801. New Castle County Germany – Beerbachstruße 37, 17153 Stavenhagen
Cocotier, Inc. USD0.001 7
ASSOCIATED UNDERTAKINGS Henglein NRW GmbH◊ (50) DEM250,000.00 1

Australia – 33 Cremorne Street, Cremorne, VIC, 3121 Germany – Bad Bribaer Straße, 06647 Klosterhäseler

SNDR PTY LTD∆◊ (72.98) No Par Value 58 Henglein GmbH◊ (50) DEM50,000.00 1

Australia – Unit 21B, Balnarring Shopping Centre, 3050 Frankston Flinders St, India – 1st & 2nd Floor, Kagalwala House, Plot No. 175, CST Road, Kalina,
Balnarring, Victoria, 3926 Bandra Kurla, Santacruz East Mumbai, Mumbai 400098

Straand Pty Ltd ∆◊ No Par Value 107 Peel-Works Private Limited∆◊ (48.15) INR30.00 63

Bahrain – 161, Road 328, Block 358, Zinj, Manama (16.67) INR30.00 70

Unilever Bahrain Co. W.L.L. (49) BHD50.00 1 (14.65) INR30.00 32

Brazil – Avenue Engenheiro Luiz Carlos Berrini, 105, 16º andar, Ed. Berrini One, India – 1st Floor Lodha, i-Think Techno Campus, A Wing, Chirak Nagar, Thane.
Itaim Bibi, CEP 0471/001-00, City of São Paulo, State of São Paulo MH 400607
Pureplay Skin Sciences (India) Private Limited∆◊
Gallo Brasil Distribuição e comércio Limitada (55) BRL1.00 5 (0.1) INR10.00 75
Canada – Suite 300-171 West Esplanade, North Vancouver, British Columbia (100) INR100.00 73
Canada V7M 3K9
(100) INR100.00 64

A&W Root Beer Beverages Canada Inc ◊ (40) No Par Value 38 (6.54) INR100.00 65
(8.75) INR100.00 106
Cyprus – 2 Marcou Dracou str., Engomi Industrial Estate, 2409 Nicosia India – 55 2nd Floor Community Centre, East of Kailash, New Delhi, East Delhi,
Unilever PMT Limited∆ (49) EUR1.71 3 DL 110065

England and Wales – 100 Victoria Embankment, Blackfriars, London, EC4Y 0DY Convosight Analytics Private Limited∆◊ (17.96) INR10.00 73

222 Unilever Annual Report and Accounts 2022 | Financial Statements


Group Companies

Share Share
Name of Nominal Class Name of Nominal Class
Undertaking Value Note Undertaking Value Note
(100.00) INR1.00 99
Singapore – 3 Phillip Street, #14-05 Royal Group Building,, 048693
(11.11) INR 10.00 64
YOU Private Limited∆◊ (33.33) 76
India – S-2 Plot no. 21, Kartarpura Industrial Area, 22 Godam, Jaipur, RJ 302006 (33.56) 45
Uprising Science Private Limited∆◊ (2.30) INR10.00 75 Singapore – 20A Tanjong Pagar Road, 088443
(27.27) INR100.00 73 ESQA∆◊ (60) 73
India – Lotus Grandeur, Captain Sawant Marg, Shastri Nagar, Jogeshwari Sweden – Sturegatan 38, Stockholm, 11436
West, Mumbai, Maarashtra, 400102
SachaJuan Haircare AB∆◊ (69.5) SEK1.00 9
Scentials Beautycare & Wellness Ltd∆◊ (63.43) 73
United Arab Emirates – P.O. Box 49, Dubai
(0.10) 75
Al Gurg Unilever LLC (49) AED1,000.00 1
Indonesia – Jalan Srengseng Raya Nomor 55A, Rukun Tetangga 001, Rukun
Warga 002, Kelurahan Srengseng, Kecamatan Kembangan, Jakarta Barat United Arab Emirates – Po Box 49, Abu Dhabi
11630, Provinsi Daerah Khusus Ibukota Thani Murshid Unilever LLC (49) AED1,000.00 1
United States – c/o Registered Agents Solutions, Inc., 838 Walker Road Suite
PT Anugrah Mutu Bersama◊ (40) IDR1,000,000.00 1 21-2, Dover, Kent, DE, 19904
Iran – Second floor, No. 23, Corner of 3rd Street, Zagros Street, Argentina
Square, Tehran Beauty Bakerie Cosmetics Brand Inc.∆◊ (50.05) USD0.001 43
Unilever-Golestan Foods (Private Joint Stock (16.24) USD0.001 71
Company)(50.66) IRR1,000,000.00 1
(24.88) USD0.001 93
Ireland – 70 Sir John Rogersons Quay, Dublin 2
United States – c/o Resident Agents Inc. 8 The Green, STE R, Dover, Kent,
Pepsi Lipton International Limited∆ EUR1.00 52 Delaware, 19901
EUR1.00 53 Discuss.io Inc.◊ (7.79) USD0.0001 7
EUR1.00 54 (16.78) USD0.0001 55
EUR1.00 55 (50.53) USD0.0001 58

Israel – Kochav Yokneam Building, 4th Floor, P.O. Box 14, Yokneam Illit 20692 United States – 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632-3201
IB Ventures Limited∆ (99.74) ILS1.00 14 Pepsi Lipton Tea Partnership (50) 4
Japan – #308, 5–4–1, Minami Azabu, Tokyo
Food Service Direct Logistics, LLC (40) 13
Grom Japan K.K.◊ (34) (in liquidation) JPY50,000.00 1
(17.83) USD0.0001 55
Luxembourg – 5 Heienhaff, L-1736 Senningerberg
(17.83) USD0.0001 58

Helpling Group Holding S.à r.l.∆◊ (98.57) EUR1.00 60 United States – c/o The Company Corporation, 251 Little Falls Drive,
Wilmington, DE, New Castle 19808
(2.34) EUR1.00 33
Equilibria, Inc∆◊ (20.00) USD0.00001 98
Mauritius – c/o Apex Fund Services (Mauritius) Ltd, 4th Floor, 19 Bank Street,
Cyber City, Ebene 72201 FabFitFun Inc. ∆◊ (68.18) USD0.001 6
(7.48) USD0.001 100
Capvent Asia Consumer Fund Limited∆ (40.41) USD0.01 78 True Botanicals, Inc∆◊ (3.75) USD0.0001 37
Oman – PO Box 1711, Ruwi, Postal code 112 (41.97) USD0.0001 81
Towell Unilever LLC (49) OMR10.00 1 (14.62) USD0.0001 82
Philippines – 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio
(29.07) USD0.0001 83
Global City, Taguig City, M.M
(16.63) USD0.0001 49
Sto Tomas Paco Land Corp∆◊ (40) PHP1.00 7
Yati Inc.∆◊ (4.00) USD0.00001 62
(40) PHP10.00 46
(100.00) USD0.00001 47
(40) PHP20.00 44
Perelel, Inc. ∆◊(75) USD 0.00001 97
Cavite Horizons Land, Inc.◊ (35.10) PHP1.00 7
United States – c/o Cogency Global Inc, 850 New Burton Road, in the City of
PHP10,000.00 14 Dover, County of Kent, Delaware
Philippines – Manggahan Light Industrial Compound, A. Rodriguez Avenue, Bo.
Volition Beauty Inc∆◊ (66.44) USD0.0001 44
Manggahan, Pasig City
WS Holdings Inc.∆◊ PHP1.00 29 United States – c/o The Corporation Trust Company, Trust Center, 1209 Orange
PHP1.00 103 Street, Wilmington, Delaware, 19801. New Castle County

Selecta Walls Land Corp∆◊ PHP10.00 29 Koco Life LLC∆◊(26.19) 32

Portugal – Largo Monterroio Mascarenhas, 1,1099–081 Lisboa (41.15) 108


New Voices Fund LP◊ (32.90) 4
Fima Ola – Produtos Alimentares, S.A. (55) EUR4,125,000 1 Keli Network, Inc.∆◊ (28.24) USD0.0001 88
Gallo Worldwide, Limitada (55) EUR550,000 5 United States – c/o A registered agent, Inc, 8 The Green, Ste A, Dover, Kent, DE,
Grop – Gelado Retail Operation Portugal, 19901
Unipessoal, Limitada (55) EUR27,500 5 Clean Beauty for All, Inc.∆◊ (22.09) USD0.0001 62
(41.99) USD0.0001 95
Transportadora Central do Infante, Limitada (54) EUR27,000 1
(62.35) USD0.0001 51
Unilever Fima, Limitada (55) EUR14,462,336.00 5
(67.85) USD0.0001 96
Victor Guedes – Industria e Comercio, S.A. (55) EUR275,000 1 United States – c/o United Corporate Services, Inc., 874 Walker Road, Suite C,
Dover, DE, 19904
Fima Dressings Unipessoal, Limitada (55) EUR27,500 5 UOMA Beauty Inc.∆◊ (25) 62
Saudi Arabia – PO Box 22800, Jeddah 21416 (70.96) 95
Binzagr Unilever Distribution Company Limited (49.88) 51
(49) SAR1,000.00 1

Unilever Annual Report and Accounts 2022 | Financial Statements 223


Group Companies

Notes:
 

1: Ordinary, 2: Ordinary-A, 3: Ordinary-B, 4: Partnership, 5: Quotas, 6: Class-A Common, 7: Common, 8: Class A, 9: Class B, 10: Class C, 11: Class II Common, 12: Class III
Common, 13: Membership Interest, 14: Preference, 15: Redeemable Preference, 16: Limited by Guarantee, 17: C Ordinary Shares, 18: Viscountcy, 19: B3 Ordinary, 20: Series
C-1 Pref, 21: Ordinary-C, 22: Preferred, 23: Redeemable Preference Class A, 24: Redeemable Preference Class B, 25: Special, 26: Cumulative Preference, 27: 5% Cumulative
Preference, 28: Non-Voting Ordinary B, 29: Common B, 30: Management, 31: Dormant, 32: Series C1 Preference, 33: Series D-2, 34: Cumulative Redeemable Preference, 35: A-
Ordinary, 36: Preferred Ordinary, 37: Com, 38: Class Common-B, 39: Series A Participating Preference, 40: H-Ordinary, 41: I-Ordinary, 42: J-Ordinary, 43: Series A Preferred
Convertible, 44: A Preferred, 45: Series B1 CPPS, 46: B Preferred, 47: Series A-5 , 48: Series C-2 Preferred, 49: A-4 Com, 50: D Preferred, 51: Series A-3 Preferred, 52: C Preferred,
53: E Ordinary, 54: G Preferred, 55: Series Seed, 56: Nominal, 57: Preferred A, 58: Series A Preferred, 59: Series Seed-2 Preferred, 60: Series C-2, 61: Series D, 62: Series A1
Preferred, 63: Series B-2 Preference, 64: Pre Series B CPPS, 65: Series B CPPS, 66: Series C1 CPPS, 67: Series C2, 68: Office Holders, 69: Security, 70: Series B-3 Preference, 71:
Series B Preferred, 72: Series Seed B CPPS, 73: Series A CPPS, 74: Series A2 CPPS, 75: Equity, 76: Series B CPPS, 77: Series B Preferred Convertible, 78: Class A Redeemable Non
Voting Ordinary, 79: B Ordinary, 80: N Ordinary, 81: A-1 Com, 82: A-2 Com, 83: A-3 Com, 84: Series A EIS, 85: Series A Convertible Preferred, 86: Series A2 Preferred, 87: Not in
use, 88: Series C Preferred, 89: Series A1 CPPS, 90: D1 Preferred, 91: Series E, 92: Series C-2 Pref, 93: Series B-1 Preferred, 94: Series B-2 Preferred, 95: Series A-2 Preferred, 96:
Series A-4 Preferred, 97: Preferred Seed, 98: Seed-3 Preferred, 99: INR 1 Series A Common,100: Series A Preferred Stock, 101: Ordinary Preferred, 102: E Preferred, 103: Common
A, 104: Series D-5 Preferred, 105: Series D-6 Preferred, 106: Series C CPPS, 107:Series Seed Convertible Preferred, 108: Series C-E Preferred
O Indicates an undertaking directly held by PLC. All other undertakings are indirectly held. In the case of Hindustan Unilever Limited 47.43% is directly held and the
remainder of 14.47% is indirectly held. In the case of Unilever Kenya Limited 39.13% is directly held and the remainder of 60.87% is indirectly held. In the case of Unilever Sri
Lanka Limited 18.32% is directly held and the remainder of 81.68% is indirectly held. In the case of Mixhold B.V. 27.71% is directly held and the remainder of 72.29% is indirectly
held. In the cases of each of Unilever Gida Sarayi ve Ticaret A.Ş. and Unilever Sarayi ve Ticaret Turk A.Ş. a fractional amount is directly held and the remainder is indirectly
held. In the case of Mixhold B.V., 55.37% of the ordinary – A shares are directly held, the remainder of 44.63% are indirectly held and the other share classes are indirectly
held.
† Shares the undertaking holds in itself.
Δ Denotes an undertaking where other classes of shares are held by a third party.
X Binzagr Unilever Limited, Severn Gulf FZCO, Unilever Binzagr Gulf General Trading LLC, Unilever Home and Personal Care Products Manufacturing LLC and UTIC
Distribution S.A. are subsidiary undertakings pursuant to section 1162(2)(b) Companies Act 2006. The Unilever Group is entitled to 50% of the profits made by Binzagr
Unilever Limited, Severn Gulf FZCO and Unilever Binzagr Gulf General Trading LLC. The Unilever Group is entitled to 80% of the profits made by Unilever Home and Personal
Care Products Manufacturing LLC .
◊ Accounted for as non-current investments within non-current financial assets.
∞ Exemption pursuant to Regulation 7 of the Partnership (Accounts) Regulations 2008.

In addition, we have revenues either from our own operations or otherwise in the following locations: Afghanistan, Aland Islands, Albania, Americas, Andorra, Angola,
Anguilla, Antigua, Armenia, Aruba, Azerbaijan, Bahamas, Barbados, Barbuda, Belarus, Belize, Benin, Bhutan, Bonaire, Sint Eustatius & Saba, Bosnia and Herzegovina,
Botswana, British Virgin Islands, Brunei Darussalam, Burkina Faso, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chad, Christmas Island,
Cocas (Keeling) Islands,Comoros, Congo, Cook Islands, Curacao, Democratic Republic of Congo, Dominica, Equatorial Guinea, Eritrea, Faroe Islands, Federated States of
Micronesia, Fiji, French Guiana, French Polynesia, Gabon, Gambia, Georgia, Gibraltar, Greenland, Grenada, Guam, Guinea, Guinea-Bissau, Guyana, Herd Island and
McDonalds Islands, Iceland, Iraq, Kiribati, Kosovo, Kuwait, Kyrgyzstan, Lesotho, Liberia, Libya, Liechtenstein, Luxembourg, Macao, Macedonia, Madagascar, Maldives, Mali,
Malta, Marshall Islands, Martinique, Mauritius, Monaco, Mongolia, Montenegro, Montserrat, Namibia, Nauru, New Caledonia, Niue, Norfolk Island, Palau, Papua New
Guinea, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and the Grenadines, Samoa, San Marino, Senegal, Seychelles, Sierra Leone, Slovenia, Solomon
Islands, Somalia, Sudan, Suriname, Swaziland, Tajikistan, Timor Leste, Togo, Tokelau, Tonga, Turkmenistan, Tuvalu, Uzbekistan, Vanuatu and Yemen.
The Unilever Group has established branches in Azerbaijan, Belarus, Bosnia-Herzegovina, Cote d’Ivoire, Cuba, Jordan, Kazakhstan, Lebanon, Northern Ireland, the
Philippines, Saudi Arabia, Turkey, UAE and the UK.

224 Unilever Annual Report and Accounts 2022 | Financial Statements


Shareholder information
Financial calendar

Annual general meeting

Date 3 May 2023


Voting and Registration date 1 May 2023

Quarterly dividends
Dates listed below are applicable to all Unilever listings (PLC ordinary shares and PLC ADSs).

Announcement date Ex-dividend date Record date Payment date


Quarterly dividend announced with the Q4 2022 results 9 February 2023 23 February 2023 24 February 2023 21 March 2023
Quarterly dividend announced with the Q1 2023 results 27 April 2023 18 May 2023 19 May 2023 15 June 2023
Quarterly dividend announced with the Q2 2023 results 25 July 2023 3 August 2023 4 August 2023 31 August 2023
Quarterly dividend announced with the Q3 2023 results 26 October 2023 16 November 2023 17 November 2023 8 December 2023

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contactus Unilever Annual Report and Accounts 2022
The Unilever Annual Report and Accounts 2022 (and the Additional
Information for US Listing Purposes) forms the basis for the Annual
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Unilever Annual Report and Accounts 2022 | Financial Statements 225


Additional information for
US listing purposes
Additional information for US listing purposes

Form 20-F references


Item 1 Identity of Directors, Senior Management and Advisers n/a

Item 2 Offer Statistics and Expected Timetable n/a

Item 3 Key Information

B. Capitalisation and Indebtedness n/a


C. Reasons for the offer and use of proceeds n/a
D. Risk factors 67-76

Item 4 Information on the Company

A. History and development of the company 6-51, 84, 92, 153-154, 174-176, 197-200, 201, 225, 230
B. Business overview 2-5, 10-26, 35-49, 70-75, 155-157, 230
C. Organisational structure 84, 203, 214-224
D. Property, plant and equipment 174-176, 231

Item 4A Unresolved Staff Comments n/a

Item 5 Operating and Financial Review and Prospects

A. Operating results 10-11, 51-60, 73-74, 187-190


B. Liquidity and capital resources 54-55, 74, 76, 134, 152, 174-176, 180-197
C. Research and development, patents and licences, etc. 3, 12-26, 30-38, 158-159, 230
D. Trend information 3, 6-26, 68

Item 6 Directors, Senior Management and Employees

A. Directors and senior management 80-81, 87, 228


B. Compensation 113-130, 121, 160-166
C. Board practices 80-83, 96-97. 100-104, 113-130
D. Employees 2, 63, 160, 228
E. Share ownership 113-130, 166-167, 228

Item 7 Major Shareholders and Related Party Transactions

A. Major shareholders 92, 229


B. Related party transactions 202, 229
C. Interest of experts and counsel n/a

Item 8 Financial Information

A. Consolidated statements and other financial information 56, 135-203, 225, 229, 235
B. Significant changes 203

Item 9 The Offer and Listing

A. Offer and listing details 84, 106, 229


B. Plan of distribution n/a
C. Markets 92, 229
D. Selling shareholders n/a
E. Dilution n/a
F. Expenses of the issue n/a

Item 10 Additional Information

A. Share capital n/a


B. Articles of association 78-78, 88, 90-92, 96, 120
C. Material contracts 230
D. Exchange controls 230
E. Taxation 231
F. Dividends and paying agents n/a
G. Statement by experts n/a
H. Documents on display 225, 230
I. Subsidiary information n/a

226 Unilever Annual Report and Accounts 2022 | Financial Statements


Additional information for US listing purposes

Item 11 Quantitative and Qualitative Disclosures About Market Risk 178-195, 236

Item 12 Description of Securities Other than Equity Securities


A. Description of debt securities n/a
B. Description of warrants and rights n/a
C. Description of other securities n/a
Name of depositary and address of principal
D.1 executive n/a
D.2 Title of ADRS and brief description of provisions n/a
D.3 Depositary fees and charges 233
D.4 Depositary payments 233

Item 13 Defaults, Dividend Arrearages and Delinquencies

A. Defaults 233
B. Dividend arrearages and delinquencies 233

Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds n/a

Item 15 Controls and Procedures 93, 234

Item 16 Reserved

A. Audit Committee Financial Expert 101


B. Code of Ethics 93, 106
C. Principal Accountant Fees and Services 103-104, 234
Exemptions From The Listing Standards For Audit
D. Committees n/a
Purchases Of Equity Securities By The Issuer and
E. Affiliated Purchasers 92, 202, 234
F. Change in Registrant’s Certifying Accountant n/a
G. Corporate Governance 93
H. Mine Safety Disclosures n/a

Item 17 Financial Statements 134-205

Item 18 Financial Statements 134-205

Item 19 Exhibits Please refer to the Exhibit list located immediately following the signature page for this
document as filed with the SEC.

Unilever Annual Report and Accounts 2022 | Financial Statements 227


Additional information for US listing purposes

Directors, senior management and employees

Employees
The average number of employees for the last three years is provided in note 4A on page 161. The average number of employees during 2022
included 3,984 seasonal workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory
in all material respects.

Global employee share plans (shares)


In November 2014, Unilever’s global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below
management level the opportunity to invest between €10 and €200 per month from their net salary in Unilever shares. For every three shares our
employees buy (Investment Shares), Unilever will give them one free Matching Share, which will vest if employees hold their Investment Shares for
at least three years. The Matching Shares are not subject to any performance conditions. In 2015, SHARES was rolled out globally and is now offered
in more than 100 countries. Executive Directors are not eligible to participate in SHARES. As of 21 February 2023 (the latest practicable date for
inclusion in this report), awards for 352,679 PLC shares were outstanding under SHARES.

North American share plans


Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North
America Omnibus Equity Compensation Plan, which was amended and restated as of 29 November 2022 to authorise the issue of newly issued
Unilever Ordinary Shares under the Plan. These plans are the North American equivalents of the Unilever Share Plan 2017 and SHARES plans, as
amended from time to time. The rules governing these share plans are materially the same as the rules governing the Unilever Share Plan 2017 and
SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian
employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States, Inc. and they are
governed by New York law.
The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its
entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to
the Form S-8 (File No. 333-185299) filed with the SEC on 6 December 2012, which is incorporated herein by reference.

Compensation Committee
The Committee is concerned with the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the
Board. The Committee also has responsibility for the cash and executive and all-employee share-based incentive plans, the Remuneration Policy
and performance evaluation of the Unilever Leadership Executive and the periodic review of the remuneration and related policies of the wider
workforce to assess alignment to PLC’s purpose, value and strategy.

Directors and senior management

Family relationship
There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.

Other arrangements
None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or
understanding with any major shareholder, customer, supplier or others. As mentioned on page 87, Nelson Peltz, a Non-Executive Director, is the
Chief Executive and founding partner of Trian Fund Management, LP, which held interests in approximately 1.5% of Unilever’s issued share capital
as at the date of his appointment.

228 Unilever Annual Report and Accounts 2022 | Financial Statements


Additional information for US listing purposes

Major shareholders and related party transactions

Major shareholders
The voting rights of the significant shareholders of the Company are the same as for other holders of the class of share held by such significant
shareholders.
The principal trading market upon which the Company's ordinary shares are listed is the London Stock Exchange. The Company's ordinary shares
are also listed and traded on Euronext Amsterdam.
In the United States, Unilever PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company
Americas (Deutsche Bank) acts for PLC as depositary.
At 21 February 2023 (the latest practicable date for inclusion in this report), there were1,847 registered holders of Unilever PLC American Depositary
Receipts in the United States. We estimate that approximately 13% of the Company’s ordinary shares (including shares underlying Unilever PLC
American Depositary Receipts) were held in the United States (approximately 12% in 2021).
If you are a shareholder of the Company, your interest is in a UK legal entity, your dividends will be paid in pound sterling (converted into US dollars
if you have Unilever PLC American Depositary Receipts) and you may be subject to UK tax.
To Unilever’s knowledge, the Company is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any
other legal or natural person, severally or jointly. The Company is not aware of any arrangements the operation of which may at any subsequent
date result in a change of control of the Company.

Related party transactions


Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and
associates. Other than those disclosed in note 23 to the consolidated financial statements (and incorporated herein as above), there were no
related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2022 up to
21 February 2023 (the latest practicable date for inclusion in this report).

Dividend record
The following tables show the dividends declared and dividends paid by PLC for the last five years, expressed in terms of the revised share
denominations which became effective from 22 May 2006.

2022 2021 2020 2019 2018


Dividends declared for the year
PLC dividends
1
Dividend per 3 /9 p £1.48 £1.46 £1.48 £1.43 £1.35
1
Dividend per 3 /9 p (US Registry) $1.77 $2.00 $1.91 $1.83 $1.82
Dividends paid during the year
PLC dividends
1
Dividend per 3 /9 p £1.45 £1.48 £1.45 £1.42 £1.33
1
Dividend per 3 /9 p (US Registry) $1.80 $2.03 $1.85 $1.82 $1.83

Unilever Annual Report and Accounts 2022 | Financial Statements 229


Additional information for US listing purposes

Material contracts Raw materials


At the date of this Annual Report and Accounts, Unilever is not party to Our products use a wide variety of raw and packaging materials which
any contracts that are considered material to its results or operations. we source locally and internationally, and which may be subject to price
volatility either directly or as a result of movements in foreign exchange
rates.
Exchange controls
In 2022, we witnessed high volatility and inflation across commodities
Other than certain economic sanctions which may be in place from as global demand recovered from Covid impacts. The Russia-Ukraine
time to time, there are currently no UK laws, decrees or regulations war created broad-based supply chain disruptions further exacerbating
restricting the import or export of capital or affecting the remittance of inflationary pressures. Weakening currencies in many emerging markets
dividends or other payments to holders of the PLC’s shares who are non- such as Turkey, Argentina, and South Asia, posted further challenges.
residents of the UK. Similarly, other than certain economic sanctions
which may be in force from time to time, there are no limitations Looking ahead to 2023, we expect continued volatility in commodity
relating only to non-residents of the UK under English law or the PLC’s markets. We remain watchful of the impact of China’s re-opening post-
Articles of Association on the right to be a holder of, and to vote in Covid on demand, inflationary pressures from wages and energy costs
respect of, the company’s shares. and trends in emerging market currencies relative to the US dollar.

Unilever Annual Report on Form 20-F 2022 Seasonality


Filed with the SEC on the SEC’s website. Printed copies are available, Certain of our businesses, such as ice cream, are subject to significant
free of charge, upon request to Unilever PLC, Investor Relations seasonal fluctuations in sales. However, Unilever operates globally
department, 100 Victoria Embankment, London, EC4Y 0DY in many different markets and product categories, and no individual
United Kingdom. element of seasonality is likely to be material to the results of the
Group as a whole.

Documents on display in the United States


Intellectual property
Unilever files and furnishes reports and information with the United
States SEC. Certain of our reports and other information that we file or We have a large portfolio of patents and trademarks, and we conduct
furnish to the SEC are also available to the public over the internet on some of our operations under licences that are based on patents or
the SEC’s website. trademarks owned or controlled by others. We are not dependent on
any one patent or group of patents. We use all appropriate efforts to
protect our brands and technology.
Other information on the Company
Competition
Innovation, Research and Development
As a fast-moving consumer goods (FMCG) company, we are competing
We have over 20,000 patents protecting the discoveries and with a diverse set of competitors. Some of these operate on an
breakthroughs that our global team of 5,000 world-leading experts international scale like ourselves, while others have a more regional
produce. We invest around €850m in R&D each year. or local focus. Our business model centres on building brands which
consumers know, trust, like and buy in conscious preference to those of
We strive to create superior products, consumer-relevant innovation
our competitors. Our brands command loyalty and affinity and deliver
and help ensure efficiency and resilience in supply. Technology and
superior performance.
consumers sit at the heart of our approach to innovation. We are
building digital and automated technology into our innovation centres.
For example, our UK Materials Innovation Factory has the highest Information on market share
concentration of robots doing material chemistry in the world. It delivers
more accurate data many times faster than traditional methods. We Unless otherwise stated, market share refers to value share as
run virtual tests and scenarios to optimise products before the lab and opposed to volume share. The market data and competitive position
scale up stage, bringing efficiency and cutting time to market. Our new classifications are taken from independent industry sources in the
Agile Innovation hubs, including in Shanghai, China, use real time markets in which Unilever operates.
consumer data to develop new insights, then rapidly develop
prototypes to test via eCommerce in a matter of days. Rapid and Iran-related required disclosure
efficient, on-trend innovation.
Unilever operates in Iran through a non-US subsidiary. In 2022, sales in
We are investing in real science behind our focus areas. For example,
Iran were significantly less than one per cent of Unilever’s worldwide
our world-leading research and partnerships on the microbiome, where
turnover. During the year, this non-US subsidiary had approximately
we have more than 100 patents. This is unlocking significant benefits
€2,553,954 in gross revenues and less than €964,177 in net profits
and is leading to new scientific insights and product innovations, such
attributable to the sale of food, personal care and home care products
as biome-friendly skin care products and superior, probiotic cleaning
to an entity affiliated with the Government of Iran. The entity was the
products for the home.
Shahrvand Group, which is owned by the municipality of Tehran. This
R&D also underpins our sustainability goals, helping to power our move non-US subsidiary also donated a de minimis amount of personal care
away from petrochemicals, stop plastic pollution and ensuring we products to Shahid Ashrafian and Shahid Daneshfar, which are schools
source ingredients in a sustainable way. Science, technology and for girls affiliated with the government, to assist with the Covid
invention is required behind these challenging goals, from renewable pandemic. Income, payroll and other taxes, duties and fees (including
sources of carbon in Home Care, to new biotechnology-based for utilities) were payable to the Government of Iran and affiliated
ingredients in Beauty & Wellbeing and novel, paper-based packaging in entities in connection with our operations. Our non-US subsidiary
Nutrition. maintains bank accounts in Iran with various banks to facilitate our
business in the country and make any required payments to the
Every Unilever product is based on an innovation crafted by our experts
Government of Iran and affiliated entities. While we currently continue
in collaboration with our network of partners. We translate our scientific
our activities in Iran, we are continuously evaluating such activities in
discoveries into everyday products that improve people’s health,
light of the evolving regulatory environment.
confidence, and wellbeing, while taking care to reduce our impact on
the planet. We are constantly evolving alongside our consumers’ ever-
changing lives and tastes, and to remain at the cutting-edge of science
and technology.

230 Unilever Annual Report and Accounts 2022 | Financial Statements


Additional information for US listing purposes

Property, plant and equipment For US Federal Income Tax purposes, the amount of any dividend paid
in a non-US currency will be included in income in a US dollar amount
The Group has interests in properties in most of the countries where calculated by reference to the exchange rate in effect on the date the
there are Unilever operations. None of these interests are individually dividends are received by you or the depositary (in the case of ADSs),
material in the context of the Group as a whole. The properties are used regardless of whether they are converted into US dollars at that time.
predominantly to house production and distribution activities and as If the non-US currency is converted into US dollars on the day they are
offices. There is a mixture of leased and owned property throughout the received, you generally will not be required to recognise foreign
Group. We are not aware of any environmental issues affecting the currency gain or loss in respect of this dividend income.
properties which would have a material impact upon the Group, and
there are no material encumbrances on our properties. Any difference
between the market value of properties held by the Group and the UK taxation on capital gains
amount at which they are included in the balance sheet is not
Under United Kingdom law, when you dispose of shares or ADSs you
significant. We believe our existing facilities are satisfactory for our
may be liable to pay United Kingdom tax in respect of any gain accruing
current business and we currently have no plans to construct new
on the disposal.
facilities or expand or improve our current facilities in a manner that
is material to the Group. However, if you are either:
■ an individual who is not resident in the United Kingdom for the year

in question; or
Taxation ■ a company which is not resident in the United Kingdom when the

gain accrues
The comments below in relation to United Kingdom and United States
you will generally not be liable to United Kingdom tax on any gains
taxation are based on current United Kingdom and United States
made on disposal of your shares or ADSs.
federal income tax law as applied in England and Wales and the United
States respectively, and HM Revenue & Customs ('HMRC') and Internal
Revenue Service (“IRS”) practice (which may not be binding on HMRC There are exceptions to this general rule, two of which are: if the shares
or the IRS) respectively, in each case as at the latest practicable date or ADSs are held in connection with a trade or business which is
before the date of this document. conducted in the United Kingdom through a branch, agency or
permanent establishment; or if the shares or ADSs are held by an
individual who becomes resident in the UK having left the UK for a
Taxation for US persons holding shares or American period of non-residence of five years or less and who was resident for
Depositary Shares in PLC at least four of the seven tax years prior to leaving the UK. In such cases,
you may be liable to United Kingdom tax in respect of the disposal of
The following notes are provided for guidance. US persons should shares or ADSs.
consult their local tax advisers, particularly in connection with potential
liability to pay US taxes on disposal, lifetime gift or bequest of their
shares or American Depositary Shares ('ADSs'). A US person is a US United States taxation on capital gains
individual citizen or resident, a corporation organised under the laws
of the United States, any state or the District of Columbia, or any other A US person generally will recognise capital gain or loss for US Federal
legal person subject to US Federal Income Tax on its worldwide income. Income Tax purposes equal to the difference, if any, between the
amount realised on the sale and the US person’s adjusted tax basis in
the shares or ADSs, in each case as determined in US dollars. US persons
United Kingdom taxation on dividends should consult their own tax advisers about how to determine the US
dollar value of any foreign currency received as proceeds on the sale of
Under United Kingdom law, income tax is not withheld from dividends shares or ADSs and the treatment of any foreign currency gain or loss
paid by most United Kingdom companies, including PLC. Shareholders upon conversion of the foreign currency into US dollars. The capital gain
of PLC, whether resident in the United Kingdom or not, receive the full or loss recognised on the sale will be long-term capital gain or loss if
amount of the dividend actually declared. the US person’s holding period in the shares or ADSs exceeds one year.
A non-UK resident shareholder or ADS holder holding their shares Non-corporate US persons are subject to tax on long-term capital
or ADSs otherwise than in connection with any trade, profession gain at reduced rates. The deductibility of capital losses is subject
or vocation carried on through a branch, agency or permanent to limitations.
establishment in the UK will not generally be subject to UK tax in
respect of dividends paid by PLC. UK inheritance tax
Under the current estate and gift tax convention between the United
United States taxation on dividends
States and the United Kingdom, shares or ADSs (regardless of whether
If you are a US person, the distribution up to the amount of PLC’s they are situated in the United Kingdom for inheritance tax purposes)
earnings and profits for US Federal Income Tax purposes will be held by an individual shareholder who is:
ordinary dividend income. ■ domiciled for the purposes of the convention in the

United States; and


Any portion of the distribution that exceeds PLC’s earnings and profits ■ not for the purposes of the convention a national of the
is subject to different rules. This portion is a tax-free return of capital United Kingdom
to the extent of your basis in PLC’s shares or ADSs, and thereafter is
treated as a gain on a disposition of the shares or ADSs. PLC does not will generally not be subject to United Kingdom inheritance tax:
maintain calculations of its earnings and profits in accordance with US ■ on the individual’s death; or
■ on a gift of the shares during the individual’s lifetime.
Federal Income Tax accounting principles. You should therefore assume
that any distribution by PLC with respect to the shares will be reported Where shares or ADSs are held on trust, they will generally not be
as ordinary dividend income. You should consult your own tax advisers subject to United Kingdom inheritance tax where the settlor at the
with respect to the appropriate US Federal Income Tax treatment of any time of the settlement:
distribution received from us. ■ was domiciled for the purposes of the convention in the United

Dividends received by an individual will be taxed at a maximum rate of States; and


■ was not for the purposes of the convention a national of the
15% or 20%, depending on the income level of the individual, provided
the individual has held the shares or ADSs for more than 60 days during United Kingdom.
the 121-day period beginning 60 days before the ex-dividend date, that
PLC is a qualified foreign corporation and certain other conditions are An exception is if the shares or ADSs are part of the business property of
satisfied. PLC is a qualified foreign corporation for this purpose. In a permanent establishment of the shareholder in the United Kingdom
addition, an additional tax of 3.8% will apply to dividends and other or, in the case of a shareholder who performs independent personal
investment income received by individuals with incomes exceeding services, pertain to a fixed base situated in the United Kingdom.
certain thresholds. The dividend is not eligible for the dividends received
Where shares or ADSs are subject to United Kingdom inheritance tax
deduction allowable to corporations. The dividend is foreign source
and United States federal gift or federal estate tax, the amount of the
income for US foreign tax credit purposes.
tax paid in one jurisdiction can generally be credited against the tax
due in the other jurisdiction.

Unilever Annual Report and Accounts 2022 | Financial Statements 231


Additional information for US listing purposes

Where a United Kingdom inheritance tax liability is prima facie not Shares held through clearance services including
payable by virtue of the convention, that tax can become payable if
any applicable federal gift or federal estate tax on the shares or ADSs Euroclear Nederland
in the United States is not paid.
Special rules apply where shares are issued or transferred to, or to a
Where shares are dealt with through a clearing system or in the form of nominee or agent for, a person providing a clearance service. In such
ADSs, the situs of the shares may not be determinative of the situs of the circumstances, SDRT or stamp duty may be charged at a rate of 1.5 per
interests held by holders through such system or of such ADSs for United cent, with subsequent transfers within the clearance service then being
Kingdom inheritance tax purposes. Where shares are dealt with through free from SDRT and stamp duty (except in relation to clearance service
Euroclear Nederland, there are arguments that the interests of providers that have made an election under section 97A(1) of the
participants in Euroclear Nederland will be situated outside the United Finance Act 1986 which has been approved by HMRC, to which the
Kingdom for the purposes of United Kingdom inheritance tax so long as special rules apply).
Euroclear Nederland maintains the book-entry register of such
In light of EU case law, HMRC accepted that the 1.5 per cent charge is
participants’ interests outside the United Kingdom, although HMRC may
in breach of EU law so far as it applies to issues of shares or to transfers
not accept this analysis. Similarly, there are arguments that ADSs
of shares that are an integral part of a share issue. This EU case law will
registered on a register outside the United Kingdom will be situated
continue to be recognised and followed pursuant to the provisions of
outside the United Kingdom for the purposes of United Kingdom
the European Union (Withdrawal) Act 2018 (the 'EUWA').
inheritance tax, although again HMRC may not accept this analysis.
Shareholders to whom this may be relevant should consult an HMRC’s published view is that the 1.5 per cent. SDRT or stamp duty
appropriate professional adviser. charge continues to apply to other transfers of shares into a clearance
service, although this has been disputed. In view of the continuing
If the ADSs or the shares dealt with through Euroclear Nederland or
uncertainty, specific professional advice should be sought before
both are not situated in the United Kingdom, a gift of such ADSs or such
incurring a 1.5 per cent stamp duty or SDRT charge in any circumstances.
shares by, or the death of, an individual holder of such assets who is
Any liability for stamp duty or SDRT in respect of a transfer of shares into
neither domiciled nor deemed to be domiciled (under certain rules
a clearance service, or in respect of a transfer of shares within such a
relating to long residence or previous domicile) in the United Kingdom
service, which does arise will strictly be accountable by the clearance
will not generally give rise to a liability to United Kingdom inheritance
service or its nominee but may, in practice, be payable by the relevant
tax regardless of whether the estate and gift tax convention between
participant in the clearance service.
the United States and the United Kingdom applies. Special rules may
also apply to such ADSs or such shares dealt with through Euroclear
Nederland which are held on trust. Shares held in ADS form
On the basis of EU case law referred to above and the EUWA, there
UK stamp duty and stamp duty reserve tax should be no stamp duty or SDRT on an issuance of shares into a
The statements in this section are intended as a general guide to the depositary receipt system where such transfer is an integral part of the
current United Kingdom stamp duty and stamp duty reserve tax ('SDRT') raising of capital by the company concerned. A transfer of shares into a
position. Special rules apply to certain transactions such as transfers depositary receipt system may be subject to SDRT or stamp duty may be
of the shares to a company connected with the transferor and those charged at a rate of 1.5 per cent, with subsequent transfers of
rules are not described below. Investors should also note that certain depositary receipts then being free from SDRT.
categories of person are not liable to stamp duty or SDRT and others Any liability for stamp duty or SDRT in respect of a transfer of shares into
may be liable at a higher rate or may, although not primarily liable for a depositary receipt system which does arise will strictly be accountable
tax, be required to notify and account for SDRT under the Stamp Duty by the depositary receipt system operator or its nominee but may, in
Reserve Tax Regulations 1986. practice, be payable by the relevant holder of the depositary receipts.
An issue of ADSs by Deutsche Bank Trust Company Americas as
Issue of shares depositary in respect of the ADSs will not be subject to stamp duty or
SDRT. An agreement for the transfer of ADSs will not be subject to SDRT
Subject to the points noted below in respect of shares issued to but a charge to stamp duty will technically arise on the transfer of ADSs
clearance services (such as Euroclear Nederland) or which are issued if it is executed in the UK or relates to any property situated, or to any
into a depositary receipt system where the shares are to be held in matter or thing done or to be done, in the UK. However, the only
ADS form, no stamp duty or SDRT will arise on the issue of shares in sanction for failing to pay such stamp duty is that the instrument of
registered form by PLC. transfer cannot be produced as evidence in a UK court. Therefore, no UK
stamp duty should in practice be payable on the acquisition or transfer
Transfer of shares of existing ADSs or transfer of beneficial ownership of ADSs.

Except in relation to clearance services and depositary receipt systems


US backup withholding and information reporting
(to which special rules outlined below apply), stamp duty at the rate
of 0.5 per cent (rounded up to the next multiple of £5) of the amount Payments of dividends and other proceeds with respect to ordinary
or value of the consideration given will generally be payable on an shares or ADSs by a US (or US connected) paying agent or a US (or US
instrument transferring PLC shares. A charge to SDRT will also generally connected) intermediary will be reported to you and to the IRS as may
arise on an unconditional agreement to transfer PLC shares (at the rate be required under applicable regulations. Backup withholding may
of 0.5 per cent of the amount or value of the consideration payable). apply to these payments if you fail to provide an accurate taxpayer
However, if within six years of the date of the agreement becoming identification number or certification of exempt status or fail to comply
unconditional, an instrument of transfer is executed pursuant to the with applicable certification requirements. Some holders are not subject
agreement, and stamp duty is paid on that instrument, any SDRT to backup withholding. You should consult your tax adviser as to your
already paid will be refunded (generally, but not necessarily, with qualification for an exemption from backup withholding and the
interest) provided that a claim for repayment is made, and any procedure for obtaining an exemption.
outstanding liability to SDRT will be cancelled. The liability to pay stamp
duty or SDRT is generally satisfied by the purchaser or transferee.
Disclosure requirements for US individual holders
US individuals that hold certain specified non-US financial assets,
including stock in a non-US corporation, with values in excess of certain
thresholds are required to file Form 8938 with their US Federal Income
Tax return. Such Form requires disclosure of information concerning
such non-US assets, including the value of the assets. Failure to file
the Form when required is subject to penalties. An exemption from
reporting applies to non-US assets held through a US financial
institution generally including a non-US branch or subsidiary of a
US institution and a US branch of a non-US institution. Investors are
encouraged to consult with their own tax advisers regarding the
possible application of this disclosure requirement to their investment
in the shares or ADSs.

232 Unilever Annual Report and Accounts 2022 | Financial Statements


Additional information for US listing purposes

Description of securities other than equity securities Articles of association


Deutsche Bank serves as the depositary (Depositary) for PLC’s American
Depositary Receipt Programme. Lapse of distributions

Depositary fees and charges for PLC Any PLC dividend unclaimed after 12 years from the date of the
declaration of the dividend by PLC reverts to PLC. Any unclaimed
Under the terms of the Deposit Agreement for the PLC American dividends may be invested or otherwise applied for the benefit of PLC
Depositary Shares (ADSs), an ADS holder may have to pay the following while they are claimed. PLC may also cease to send any cheque for any
service fees to the depositary bank: dividend on any shares normally paid in that manner if the cheques in
■ Issuance of ADSs: up to US 5¢ per ADS issued.
respect of at least two consecutive dividends have been returned to PLC
■ Cancellation of ADSs: up to US 5¢ per ADS cancelled.
or remain uncashed.
■ Processing of dividend and other cash distributions not made

pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.


Unilever N.V., the former parent company of the Unilever Group
An ADS holder will also be responsible for paying certain fees and alongside PLC, was merged in to PLC and dissolved in November 2020
expenses incurred by the depositary bank and certain taxes and (Unification). The time periods for the right to claim cash dividends or
governmental charges such as: the proceeds of share distributions declared by Unilever N.V. before
■ fees for the transfer and registration of shares charged by the Unification will remain at 5 and 20 years, respectively, after the first day
registrar and transfer agent for the shares in the United Kingdom the dividend or share distribution was obtainable from Unilever N.V. Any
(i.e. upon deposit and withdrawal of shares); such unclaimed amounts will revert to Unilever PLC after the expiry of
■ expenses incurred for converting foreign currency into US dollars; these time periods.
■ expenses for cable, telex and fax transmissions and for delivery of

securities;
■ taxes and duties upon the transfer of securities (i.e. when shares are
Redemption provisions and capital call
deposited or withdrawn from deposit);
■ fees and expenses incurred in connection with the delivery or Outstanding PLC ordinary shares cannot be redeemed. PLC may make
servicing of shares on deposit; and capital calls on money unpaid on shares and not payable on a fixed
■ fees incurred in connection with the distribution of dividends. date. PLC has only fully paid shares in issue.
Depositary fees payable upon the issuance and cancellation of ADSs
are typically paid to the depositary bank by the brokers (on behalf of Modification of rights
their clients) receiving the newly issued ADSs from the depositary bank
and by the brokers (on behalf of their clients) delivering the ADSs to the
Modifications to PLC's Articles of Association must be approved by a
depositary bank for cancellation. The brokers in turn charge these
general meeting of shareholders.
transaction fees to their clients.
Note that the fees and charges an investor may be required to pay may Modifications that prejudicially affect the rights and privileges of a class
vary over time and may be changed by us and by the depositary bank. of PLC shareholders require the written consent of three-quarters of the
Notice of any changes will be given to investors. affected holders (excluding treasury shares) or a special resolution
passed at a general meeting of the class at which at least two persons
Depositary payments – fiscal year 2022 holding or representing at least one-third of the paid-up capital
(excluding treasury shares) must be present. Every shareholder is
entitled to one vote per share held on a poll and may demand a poll
Deutsche Bank has been the depositary bank for its American vote. At any adjourned general meeting, present affected class holders
Depositary Receipt Programme since 1 July 2014. Under the terms of the may establish a quorum.
Deposit Agreement, PLC is entitled to certain reimbursements, including
processing of cash distributions, reimbursement of listing fees (NYSE),
reimbursement of settlement infrastructure fees (including DTC feeds), Required majorities
reimbursement of proxy process expenses (printing, postage and
distribution), dividend fees and program-related expenses (that include Resolutions are usually adopted at the Company's General Meetings by
expenses incurred from the requirements of the US Sarbanes-Oxley an absolute majority of votes cast, unless there are other requirements
Act of 2002). In relation to 2022, PLC received $4,225,900 from under the applicable laws or the Company's Articles. For example, there
Deutsche Bank. are special requirements for resolutions relating to the alteration of the
Articles of Association and the liquidation of the Company. A proposal
to alter the Articles of the Company can be made either by the
Defaults, dividend arrearages and delinquencies Company's Board or by requisition of shareholders in accordance with
the UK Companies Act 2006. Unless expressly specified to the contrary in
the Company's Articles, the Company's Articles may be amended by a
Defaults Programme special resolution. The Company's Articles can be found on our website.

There has been no material default in the payment of principal, interest,


a sinking or purchase fund instalment or any other material default
relating to indebtedness of the Group.

Dividend arrearages and delinquencies

There have been no arrears in payment of dividends on, and material


delinquency with respect to, any class of preferred stock of any
significant subsidiary of the Group. 

Unilever Annual Report and Accounts 2022 | Financial Statements 233


Additional information for US listing purposes

Purchases of equity securities

Share purchases during 2022

Please also refer to ‘Our shares’ section on page 92.

34,217,605 PLC ordinary shares or ADSs were purchased by or on behalf of PLC or any 'affiliated purchaser', as defined in Section 10b-18(a)(3) of the
US Securities Exchange Act of 1934, during the period covered by this annual report on Form 20-F.

Between 31 December 2022 and 21 February 2023 (the latest practicable date for inclusion in this report), PLC did not conduct any
share repurchases.

Management’s report on internal control over financial reporting


In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in
respect of the Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act
of 1934):
■ Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

■ Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to

evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable
framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative
and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about
the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;
■ Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2022, and has concluded that such

internal control over financial reporting is effective. Management’s assessment and conclusion excludes Nutraceutical Wellness, Inc. (Nutrafol)
from this assessment, as this entity was acquired on 7 July 2022. This entity is included in our 2022 consolidated financial statements, and
constituted 1.6% of our total assets as at 31 December 2022 and 0.3% of total turnover for the year ended 31 December 2022; and
■ KPMG LLP, who have audited the consolidated financial statements of the Group for the year ended 31 December 2022, have also audited the

effectiveness of internal control over financial reporting as at 31 December 2022 and have issued an attestation report on internal control over
financial reporting.

Principal accountant fees and services

Our independent registered public accounting firm is KPMG LLP, London, United Kingdom, Auditor Firm ID: 1118

€ million € million € million


2022 2021 2020
(a)
Audit fees 23 22 19
(b)(c)
Audit-related fees 1 6 7
(d)
Tax fees – – –
(d)
All other fees – – –
(a) Amount payable to KPMG in respect of services supplied to associated pension schemes was less than €1 million individually and in aggregate (2021: less than
€1 million individually and in aggregate; 2020: less than €1 million individually and in aggregate).
(b) Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.
(c) Includes audit of carve-out financial statements of ekaterra (2021: €5 million, 2020: €6 million). 2020 also includes €1 million for assurance work on Unification.
(d) Amounts paid in relation to each type of service are individually less than €1 million. In aggregate the fees paid were less than €1 million (2021: less than €1 million,
2020: less than €1 million).

234 Unilever Annual Report and Accounts 2022 | Financial Statements


Additional information for US listing purposes

Guarantor statements

On 13 August 2020, Unilever N.V. (NV) and Unilever Capital Corporation (UCC) filed a US Shelf registration, which was unconditionally and fully
guaranteed, jointly and severally, by NV, Unilever PLC (PLC) and Unilever United States, Inc. (UNUS) and that updated the NV and UCC US Shelf
registration filed on 27 July 2017, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS.

As a result of Unification, PLC assumed NV’s liabilities in relation to debt issued under the US shelf registration programme. UCC and UNUS are each
indirectly 100% owned by PLC and consolidated in the financial statements of the Unilever Group. In relation to the US Shelf registration, US$10.75
billion of Notes were outstanding at 31 December 2022 (2021: US$12.1 billion; 2020: US$11.5 billion) with coupons ranging from 0.375% to 5.900%.
These Notes are repayable between 22 March 2023 and 12 August 2051.

All debt securities issued by UCC are senior, unsecured, and unsubordinated and are fully and unconditionally guaranteed, on a joint and several
basis, by PLC and UNUS.

In March 2020, the SEC amended Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain
registered securities, which we have adopted effective immediately. As noted above UCC and UNUS are 100% subsidiaries of Unilever PLC and are
consolidated in the financial statements of the Unilever Group. In addition, there are no material assets in the guarantor entities apart from
intercompany investments and balances. Therefore, as allowed under Rule 13-01, we have excluded the summarised information for each issuer
and guarantor.

The guarantees provide that, in case of the failure of the relevant issuer to punctually make payment of any principal, premium or interest, each
guarantor agrees to ensure such payment is made when due whether at the stated maturity or by declaration of acceleration, call for redemption
or otherwise. The guarantees also provide that the Trustee shall be paid any and all amounts due to it under the guarantee upon which the debt
securities are endorsed.

Unilever Annual Report and Accounts 2022 | Financial Statements 235


Cautionary Statement
This document 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 ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, 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. Forward-looking statements also include, but are not limited to, statements and information regarding the Unilever Group’s (the
‘Group’) emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated
therewith). 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 or outcomes.
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. Among other risks and uncertainties, the material or principal
factors which could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to
innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business;
Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the
recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials
and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures
and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical
standards; and managing regulatory, tax and legal matters. A number of these risks have increased as a result of the current war in Ukraine.
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.
This document also contains data on the Group’s Scope 1, 2 and 3 emissions. Scope 1 and 2 emissions data is relatively easy to gather as it relates
to emissions from the Group’s own activities and supplied heat, power and cooling. Scope 3 emissions relate to other organisations’ emissions and
is therefore subject to a range of uncertainties, including that data used to model lifecycle footprints is typically industry-standard data rather than
relating to individual suppliers; lifecycle models such as the Group’s cover many but not all products and markets; and international standards and
protocols governing emissions calculations and categorisations evolve, as do accepted norms regarding terminology such as carbon neutral and
net zero. As value chain emissions data improves, shifting over time from generic modelled data to more specific data, the data reported in this
document is likely to evolve.
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 in the Annual Report on Form 20-F 2022.
This document is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such. The Annual Report on Form
20-F 2022 is separately filed with the US Securities and Exchange Commission and is available on our corporate website.
www.unilever.com

In addition, a printed copy of the Annual Report on Form 20-F 2022 is available, free of charge, upon request to Unilever, Investor Relations
Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
This document comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision (‘Wet op het
financieel toezicht (Wft)’) in the Netherlands.
The brand names shown in this report are trademarks owned by or licensed to companies within the Group.
References in this document to information on websites (and/or social media sites) are included as an aid to their location and such information
is not incorporated in, and does not form part of, the Unilever Annual Report and Accounts 2022.
Designed and produced by Unilever Communications.

Printed at Pureprint Group, ISO 14001. FSC® certified and CarbonNeutral®.

This document is printed on Revive 100% Recycled Silk. These papers have been exclusively
supplied by Denmaur Independent Papers which has offset the carbon produced by the
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These papers are 100% recycled and manufactured using de-inked post-consumer waste. All the
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If you have finished with this document and no longer wish to retain it, please pass it on to other
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For further information about
Unilever please visit our website:
www.unilever.com

Unilever PLC
Head Office
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
T +44 (0)20 7822 5252

Registered Office
Unilever PLC
Port Sunlight
Wirral
Merseyside CH62 4ZD
United Kingdom

Registered in England and Wales


Company Number: 41424

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