S-8

As filed with the Securities and Exchange Commission on March 14, 2024

No. 333-

United States

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNILEVER PLC

(Exact name of registrant as specified in its charter)

ENGLAND
(State or other jurisdiction of incorporation or organization) Unilever House
100 Victoria Embankment
London EC4Y 0DY, England
(Address of Principal Executive Offices) None
(I.R.S. Employer Identification No.)

UNILEVER NORTH AMERICA OMNIBUS EQUITY COMPENSATION PLAN

(Full title of the plan)

David Schwartz

Vice President and General Counsel, Head of Global M&A

700 Sylvan Avenue Englewood Cliffs,

New Jersey 07632

(Name and address of agent for service)

Tel. No.: (201) 894-2750

(Telephone number, including area code, of agent of service)

With copies to:

Mike Bienenfeld

Alexander Parkhouse

Linklaters LLP

One Silk Street

London EC2Y 8HQ, United Kingdom

Tel: (+44) 20 7456 2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ¨

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

EXPLANATORY NOTE

This registration statement on Form S-8 registers the issuance of additional securities pursuant to the Amended Plan (as defined below), which are securities of the same class relating to the same plan for which a registration statement on Form S-8 (Registration No. 333-185299) was filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2012 (the “2012 Registration Statement”), as amended by post-effective amendment number 1 to the 2012 Registration Statement filed with the SEC on December 11, 2020 and post-effective amendment number 2 to the 2012 Registration Statement filed with the SEC on December 12, 2022, and a registration statement on Form S-8 (Registration No. 333-103491-01) (the “2003 Registration Statement”) was filed with the SEC on February 27, 2003, as amended by post-effective amendment number 1 filed with the SEC on December 12, 2022 (this registration statement, the 2012 Registration Statement and the 2003 Registration Statement (in each case as amended) together, these “Post Effective Amendments”). These Post Effective Amendments are being filed by Unilever PLC (the “Registrant”) pursuant to General Instruction E to Form S-8 to register an additional 10,000,000 ordinary shares, nominal value of 3 1/9 pence per share, of the Registrant (the “Ordinary Shares”) for which a registration statement on Form S-8 of the Registrant relating to the same employee benefit plan is effective.

Previously, the Registrant set up the Unilever North America Omnibus Equity Compensation Plan (the “Plan”) to provide for grants of equity awards to designated employees, directors and other service providers of the Registrant and its affiliates. At the time the Plan was established, only treasury and other reacquired Ordinary Shares were authorized for issuance under the Plan. On November 16, 2022, the compensation committee of the board of directors of the Registrant approved the Amended and Restated Unilever North America Omnibus Equity Compensation Plan (the “Amended Plan”), which authorized the issuance of Ordinary Shares under the Amended Plan. On December 12, 2022, the Registrant filed the above mentioned post-effective amendments in order to reflect the Amended Plan’s authorization of authorized but unissued Ordinary Shares pursuant to the Amended Plan and to register an additional 1,700,000 Ordinary Shares pursuant to the Amended Plan.

The information contained in the 2012 Registration Statement and the 2003 Registration Statement, in each case as amended, is hereby incorporated by reference to these Post-Effective Amendments, except as modified in Part II, below.

ITEM 3. Incorporation of Documents by Reference.

The following documents filed or furnished with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) by the Registrant are incorporated by reference into these Post-Effective Amendments:

(1) the Registrant’s annual report on Form 20-F for the year ended December 31, 2023 (File No: 001-04546), filed with the SEC on March 14, 2024;

(2) the description of the Ordinary Shares in Exhibit 2.5 to the Registrant’s annual report on Form 20-F for the year ended December 31, 2019 (File No: 001-04546) filed with the SEC on March 9, 2020; and

(3) The Registrant’s reports on Form 6-K (to the extent designated therein) and all documents filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date of these Post-Effective Amendments, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in these Post-Effective Amendments and to be part hereof from the date of filing of such documents.

2

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of these Post-Effective Amendments shall be deemed to be modified or superseded for purposes of these Post-Effective Amendments to the extent that a statement contained in these Post-Effective Amendments or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in these Post-Effective Amendments modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of these Post-Effective Amendments after the most recent effective date may modify or replace existing statements contained in these Post-Effective Amendments. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of these Post-Effective Amendments.

ITEM 8. Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Second Amended and Restated Deposit Agreement dated as of July 1, 2014 by and among Unilever PLC, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 99(A) to the Registration Statement on Form F-6 (File No. 333-196985) filed with the SEC on June 24, 2014).
5.1	Opinion of Linklaters LLP regarding the legality of securities being registered.
23.1	Consent of KPMG LLP as independent registered public accounting firm of the consolidated financial statements of Unilever PLC.
23.2	Consent of Linklaters LLP for opinion regarding the legality of securities being registered (included in the opinion filed as Exhibit 5.1 to these Post-Effective Amendments).
24.1	Power of Attorney (incorporated by reference to Exhibit 99.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-185299) and Post Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-103491-01) filed with the SEC on December 12, 2022).
99.1	Unilever North America Omnibus Equity Compensation Plan, as amended November 29, 2022 (incorporated by reference to Exhibit 99.1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-185299) and Post Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-103491-01) filed with the SEC on December 12, 2022).
107	Fee Calculation Table

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on March 14, 2024.

UNILEVER PLC,
By:	/s/ Maria Varsellona
	Maria Varsellona
	Chief Legal Officer and Group Secretary Unilever PLC

4

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Title	Date
/s/ Ian Meakins Ian Meakins	Chair and Non-Executive Director	March 14, 2024
* Hein Schumacher	Director and Chief Executive Officer	March 14, 2024
/s/ Fernando Fernandez Fernando Fernandez	Director and Chief Financial Officer	March 14, 2024
* Andrea Jung	Vice Chair and Senior Independent Director	March 14, 2024
* Nils Andersen	Non-Executive Director	March 14, 2024
* Dr. Judith Hartmann	Non-Executive Director	March 14, 2024
* Adrian Hennah	Non-Executive Director	March 14, 2024
* Susan Kilsby	Non-Executive Director	March 14, 2024
* Ruby Lu	Non-Executive Director	March 14, 2024
* Strive Masiyiwa	Non-Executive Director	March 14, 2024
* Youngme Moon	Non-Executive Director	March 14, 2024
/s/ Judith McKenna Judith McKenna	Non-Executive Director	March 14, 2024
* Nelson Peltz	Non-Executive Director	March 14, 2024
/s/ David A. Schwartz *By: Name: David A. Schwartz		March 14, 2024

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act, the undersigned, a duly authorized representative of Unilever PLC in the United States, has signed these Post-Effective Amendments in the City of Englewood Cliffs, New Jersey, on March 14, 2024.

By:	/s/ David A. Schwartz
	David A. Schwartz
	Vice President and General Counsel, Head of Global M&A

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EX-5.1

Exhibit 5.1

	Linklaters LLP
	One Silk Street
	London EC2Y 8HQ
	Telephone (+44) 20 7456 2000
	Facsimile (+44) 20 7456 2222
	DX Box Number 10 CDE
	Direct Line (44) 20 7456 2803
	Direct Fax (44) 20 7456 2222
	michael.fanner@linklaters.com

Unilever PLC

Port Sunlight

Wirral

Merseyside

CH62 4ZD

14 March 2024

Our Ref                 Michael Fanner

Registration Statement on Form S-8 – Unilever PLC

1 We have acted as English legal advisers to Unilever PLC (the “Company”) in connection with the registration statement on Form S-8 (the “Registration Statement”) filed with the United States Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) on 14 March 2024 for the registration of new ordinary shares with a nominal value of 3 1/9 pence each in the capital of the Company to be issued under the Amended and Restated Unilever North America Omnibus Equity Compensation Plan (the “Shares”). We have taken instructions solely from the Company.

2 This letter and the opinions given in it are limited to English law as applied by the courts of England and Wales and as published and in effect on the date of this letter. It is given on the basis that it and all matters relating to it will be governed by, and that it (including all terms used in it) will be construed in accordance with, English law. In particular we express no opinion on matters of federal law of the United States, the laws of any State of the United States or the laws of any other jurisdiction.

3 For the purposes of this letter and the opinions given in it we have examined the following documents:

3.1 an electronic copy of the articles of association of the Company (the “Articles of Association”);

3.2 an electronic copy of the resolutions of the shareholders of the Company passed at the annual general meeting of the Company held on 3 May 2023 (the “Shareholder Resolutions”);

3.3 the results of an online enquiry in respect of the Company on the Companies House register made at 10.01 a.m. on 14 March 2024 (the “Search”); and

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position.

3.4 the results of a telephone search at the Central Registry of Winding-Up Petitions in relation to the Company made at 10.26 a.m. on 14 March 2024 (the “Winding-Up Enquiry”).

4 We have assumed that:

4.1 all documents furnished to us as copies are genuine, authentic and complete and conform to the original documents of which they are copies and the genuineness of all signatures thereon or on the original thereof and the relevant documents have been executed in the forms reviewed by us;

4.2 the Company in general meeting will duly and validly pass the relevant resolutions to authorise the board of directors of the Company to allot Shares credited as fully paid for cash on a non pre-emptive basis from time to time, and such resolutions will remain in full force and effect and not being rescinded or amended;

4.3 the directors of the Company will act in good faith, in the best interests of the Company and in compliance with their duties as directors;

4.4 the directors of the Company will validly resolve to allot and issue the Shares at duly convened and quorate meetings of the board of directors of the Company (or will validly resolve to delegate such power(s) to a duly authorised committee or person) from time to time; and

4.5 such board resolutions (or such resolutions or authorisations of any such committee or person) will remain in full force and effect and not be rescinded or amended.

5 The opinions given in this letter are only given in connection with the preparation and filing of the Registration Statement and, more particularly, for the purpose of inclusion of this letter as an exhibit to the Registration Statement, and are strictly limited to the matters stated in the following paragraph. We express no opinion as to any tax matter.

6 On the basis of the assumptions and subject to the reservations set out herein, and to any matters not disclosed to us, and having regard to such considerations of English law in force as at the date of this letter (as we consider relevant), we are of the opinion that the Shares, if and when issued and delivered as described in the Registration Statement, will have been duly and validly authorised and issued, fully paid or credited as fully paid (subject to the settlement of valid consideration to the Company for the issue thereof) and no further amounts shall be payable to the Company in respect of the issue thereof.

7 This opinion is subject to the following:

 

7.1 It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.

7.2 Our opinion is based on the Search and the Winding-Up Enquiry. It should be noted that the Search and the Winding-Up Enquiry are not capable of revealing conclusively whether or not a winding-up or administration petition or order has been presented or made, a receiver has been appointed, a company voluntary arrangement has been proposed or approved, a moratorium has been applied for or has come into force or any other insolvency proceeding has commenced.

7.3 We express no opinion as to the validity or otherwise of the issue of any American depositary shares under the Amended and Restated Unilever North America Omnibus Equity Compensation Plan.

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8 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder.

9 This opinion is addressed to you in connection with the filing of the Registration Statement. It is not to be transmitted to anyone else for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent.

Yours faithfully

/s/ Linklaters LLP

Linklaters LLP

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 7, 2024, with respect to the consolidated financial statements of Unilever PLC, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

London, United Kingdom

March 14, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

UNILEVER PLC

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title1	Fee Calculation Rule	Amount Registered2	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares	Rules 457(c) and 457(h)	10,000,000	49.013	490,100,000	0.00014760	72,338.76
Total Offering Amounts					490,100,000
Total Fee Offsets							–
Net Fee Due							72,338.76

(1) The ordinary shares, nominal value of 3 1/9 pence per share, of the Registrant (“Ordinary Shares”) are being registered on the registration statement. The Ordinary Shares may be represented by the Registrant’s American depositary shares (“PLC ADSs”). A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on November 27, 2020 (File No. 333-250991) for the registration of PLC ADSs evidenced by American depositary receipts issuable upon the deposit of Ordinary Shares.

(2) Pursuant to Rule 416 under the Securities Act of 1933, the registration statement also covers any additional shares of Ordinary Shares that may be granted under the approved Amended Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3) The proposed maximum offering price for these Ordinary Shares has been estimated solely for the purpose of calculating the registration fee based in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, upon the price of £38.26 per Ordinary Share, the average of the high and low prices of the Ordinary Shares as reported on the London Stock Exchange on March 8, 2024. The translation of pounds sterling into U.S. dollars has been made at the closing spot rate for pounds sterling, as reported by Bloomberg at 5pm New York City time, on March 8, 2024 (£1=U.S.$1.2809).

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