F-6EF

As filed with the United States Securities and Exchange Commission on November 27, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

UNILEVER PLC

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

England

(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

David Schwartz

Unilever United States, Inc.

700 Sylvan Avenue

Englewood Cliffs, NJ 07632

(201) 894-4000

 (Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

(212) 250-9100

It is proposed that this filing become effective under Rule 466:	x immediately upon filing.
	¨ on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one deposited ordinary share of Unilever PLC	500,000,000 ADSs	$0.05	$25,000,000	$2,727.50

* Each unit represents one American Depositary Share.

** Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.

This Registration Statement on Form F-6 is being filed and the American Depositary Shares are being registered in order to accommodate the issuance of additional American Depositary Shares upon the deposit of ordinary shares of Unilever PLC.

 This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of depositary and address of its principal executive office		Face of Receipt, Introductory article
2.	Title of Receipts and identity of deposited securities		Face of Receipt, Top center
	Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share	Face of Receipt, Upper right corner
	(ii)	The procedure for voting, if any, the deposited securities	Reverse of Receipt, Paragraphs (16) and (17)
	(iii)	The collection and distribution of dividends	Reverse of Receipt, Paragraph (14)
	(iv)	The transmission of notices, reports and proxy soliciting material	Reverse of Receipt, Paragraph (13) and (17)
	(v)	The sale or exercise of rights	Reverse of Receipt, Paragraph (14)
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Reverse of Receipt, Paragraph (14) and (18)
	(vii)	Amendment, extension or termination of the deposit arrangements	Reverse of Receipt, Paragraphs (22) and (23)
	(viii)	Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Face of Receipt, Paragraph (13)
	(ix)	Restrictions upon the right to transfer or withdraw the underlying securities	Face of Receipt, Paragraphs (2), (3) and (4)
	(x)	Limitation upon the liability of the depositary	Reverse of Receipt, Paragraphs (19) and (20)
3.	Fees and charges which may be imposed directly or indirectly against holders of Receipts		Face of Receipt, Paragraphs (3), (4), (7) and (10)

Item 2. AVAILABLE INFORMATION Face of Receipt, Paragraph (13)

Unilever PLC is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain information with the United States Securities and Exchange Commission (the “Commission”). These reports and documents can be retrieved from the Commission's website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Second Amended and Restated Deposit Agreement by and among Unilever PLC, Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and all Holders and Beneficial Owner of American Depositary Shares issued thereunder.  – Previously filed with the SEC on June 24, 2014 (Exhibit 99(A) of Form F-6, Unilever PLC, File No. 333-196985).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.

(d) Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (a).

(e)  Certification under Rule 466. – Filed herewith as Exhibit (b).

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Not Applicable.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Shares 30 days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, by and among Unilever PLC, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 27, 2020.

Legal entity created by the Second Amended and Restated Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Unilever PLC. Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
By:	/S/ Michael Fitzpatrick
	Name: Michael Fitzpatrick
	Title:   Vice President
By:	/S/ Michael Curran
	Name: Michael Curran
	Title:   Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Unilever PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Edinburgh, UK, on November 27, 2020.

Unilever PLC
By:	/S/ Alan Jope
Name: Alan Jope
Title: Chief Executive Officer

Each person whose signature appears below hereby constitutes and appoints each of Ritva Sotomaa, Richard Hazell, Julian Thurston and David Schwartz, and each of them severally, his/her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his/her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his/her name and on his/her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 27, 2020.

SIGNATURES

Signature	Title
/s/ Nils Andersen	Director and Chairman
Nils Andersen
/s/ Alan Jope	Director and Chief Executive Officer
Alan Jope
/s/ Graeme Pitkethly	Director and Chief Financial Officer
Graeme Pitkethly
/s/ Lysanne Gray	Controller
Lysanne Gray
/s/ Youngme Moon	Vice-Chair and Senior Independent Director
Youngme Moon
/s/ Laura Cha	Director
Laura Cha
/s/ Vittorio Colao	Director
Vittorio Colao
/s/ Judith Hartmann	Director
Judith Hartmann
/s/ Andrea Jung	Director
Andrea Jung
/s/ Susan Kilsby	Director
Susan Kilsby
/s/ Strive Masiyiwa	Director
Strive Masiyiwa
/s/ John Rishton	Director
John Rishton
/s/ Feike Sijbesma	Director
Feike Sijbesma
/s/ David Schwartz	Authorized Representative in the United States
David Schwartz

INDEX TO EXHIBITS

Exhibit Number

(a) Opinion of counsel to the Depositary

(b) Certification under Rule 466

EX-99.A

Exhibit 99 (a)

	99 Bishopsgate
	London EC2M 3XF
	United Kingdom
	Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
27 November, 2020	Madrid	Washington, D.C.
	Milan

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Re: American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares of Unilever PLC

Ladies and Gentlemen:

We refer to the Registration Statement on Form F-6 (the “Registration Statement”) relating to the American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), each ADS representing the right to receive one (1) ordinary share, with a nominal value of 3 1/9 pence each (“Ordinary Shares”) of Unilever PLC (the “Company”).

In rendering the opinions set forth herein, we have assumed that (i) the Second Amended and Restated Deposit Agreement incorporated by reference in the Registration Statement (the “Deposit Agreement”) has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, (ii) the relevant Deposited Securities (as defined in the Deposit Agreement) will have been duly deposited with a custodian under and in accordance with the Deposit Agreement and all applicable laws and regulations, (iii) the choice of New York law contained in the Deposit Agreement is legal and valid under the laws of the United Kingdom, and (iv) insofar as any obligation under the Deposit Agreement is to be performed in, or by a party organized under the laws of, any jurisdiction outside of the United States of America, its performance will not be illegal or ineffective in any jurisdiction by virtue of the law of that jurisdiction

Based upon and subject to the foregoing, we are of the opinion that the ADSs covered by the Registration Statement, when evidenced by ADRs that are duly executed and delivered by the Depositary and issued in accordance with the terms of the Deposit Agreement, will be validly issued and will entitle the registered holders thereof to the rights specified in the Deposit Agreement and such ADRs.

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, European lawyers or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

27 November 2020

Page 2

The foregoing opinion is limited to the laws of the State of New York. We express no opinion as to the laws of any other jurisdiction.

We hereby consent to the use of this opinion as Exhibit (a) to the Registration Statement. In giving such consent, we do not admit thereby that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/S/ Latham & Watkins

Latham & Watkins

EX-99.E

Exhibit (e)

Certification under Rule 466

The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following:

(1)  That it previously had filed a registration statement on Form F-6 (Unilever PLC 333-196985) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement.

(2)  That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Depositary
By:	/S/ Michael Fitzpatrick

Name:	Michael Fitzpatrick
Title:	Vice President

By: /S/ Michael Curran

Name:	Michael Curran
Title:	Vice President