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Consolidated and Updated Programme Memorandum dated [] [] 2011

UNILEVER SOUTH AFRICA (PROPRIETARY) LIMITED(incorporated with limited liability under registration number 1939/012365/07 in the Republic of South Africa)

ZAR2,500,000,000

DOMESTIC COMMERCIAL PAPER PROGRAMME

unconditionally and irrevocably guaranteed, jointly and severally, by

UNILEVER PLC(incorporated with limited liability with registered number 41424 in England and Wales)

and

UNILEVER N.V.(having its corporate sear in Rotterdam, The Netherlands)

and

ROBERTSONS HOLDINGS (PROPRIETARY) LIMITED(incorporated with limited liability under registration number 1982/008128/07 in the Republic of South Africa)

On 16 September 2003, Unilever South Africa (Proprietary) Limited (the Issuer), established a ZAR1,500,000,000 Domestic Commercial Paper Programme (the Programme) pursuant to a programme memorandum, dated 16 September 2003, as amended by a supplement, dated 3 September 2008, to the programme memorandum and as further amended by a supplement, dated 4 December 2008, to the programme memorandum (the Previous Programme Memorandum). On 3 September 2008 the Issuer increased the maximum aggregate outstanding Principal Amount of all of the Notes that could be issued under the Programme at any one point in time from ZAR1,500,000,000 to ZAR2,500,000,000.

This consolidated and updated Programme Memorandum, dated [] [] 2011 (the Programme Memorandum) applies to all Notes issued under the Programme on or after [] [] 2011 (the Programme Date) and, in respect of such Notes, supersedes and replaces the Previous Programme Memorandum in its entirety. The Previous Programme Memorandum continues to apply to all Notes issued under the Programme before the Programme Date.

Capitalised terms used in this Programme Memorandum are defined in the section of this Programme Memorandum headed “Terms and Conditions of the Notes” (the Terms and Conditions), unless separately defined in this Programme Memorandum. References in this Programme Memorandum to any Condition are to that Condition of the Terms and Conditions.

As at the Programme Date, the Programme Amount is ZAR2,500,000,000. This Programme Memorandum will apply to Notes issued under the Programme (including Notes issued under the Programme pursuant to the Previous Programme Memorandum) in an aggregate Outstanding Principal Amount which will not exceed ZAR2,500,000,000 unless such amount is increased by the Issuer as set out in the section of this Programme

Memorandum headed “General Description of the Programme”.

Notes will be issued in individual Tranches which, together with other Tranches, may form a Series of Notes. Subject to all Applicable Laws, the Notes will not be subject to any minimum or maximum maturity.

The Issuer’s obligations to the Noteholders under the Notes are guaranteed, jointly and severally, by Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited (the Guarantors) on the terms and conditions of the Guarantee dated 4 December 2008 (the Guarantee). An extract of the Guarantee is set out in the section of this Programme Memorandum headed “Terms and Conditions of the Guarantee”. The Representative will act as the representative of the Noteholders in respect of the Notes, in accordance with the Representative Agreement.

A Tranche of Notes will be issued on, and subject to, the Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Pricing Supplement (the applicable Terms and Conditions).

The Issuer will, prior to the issue of a Tranche of Notes, complete and sign a Pricing Supplement based on the pro forma Pricing Supplement set out in the section of this Programme Memorandum headed “Pro Forma Pricing Supplement”.

Each Note will be a Zero Coupon Note, and will be issued at a discount to its aggregate Principal Amount.

This Programme Memorandum has been approved by JSE Limited (the JSE).

A Tranche of Notes may be listed on the Interest Rate Market of the JSE. Unlisted Notes may also be issued under the Programme. Unlisted Notes are not regulated by the JSE. A copy of the signed Pricing Supplement relating to a Tranche of Notes which is to be listed on the Interest Rate Market of the JSE will be delivered to the JSE and the CSD, before the Issue Date, and the Notes in that Tranche may be traded by or through members of the JSE, from the date specified in the Pricing Supplement, in accordance with the Applicable Procedures. The settlement of trades on the Interest Rate Market of the JSE shall take place in accordance with the electronic settlement procedures of the JSE and the CSD.

The holders of Notes that are not listed on the Interest Rate Market of the JSE will have no recourse against the JSE and/or the BESA Guarantee Fund. Claims against the BESA Guarantee Fund may only be made in respect of the trading of Notes listed on the Interest Rate Market of the JSE and in accordance with the rules of the BESA Guarantee Fund.

The Notes may be issued on a continuing basis and be placed by one or more Dealers appointed by the Issuer from time to time, which appointment may be for a specific issue of one or more Tranches of Notes or on an ongoing basis.

As at the Programme Date, no Note may be subscribed for or purchased by or sold to or held or owned by any Disqualified Person, and no Noteholder may sell any Notes to any Disqualified Person. Any Disqualified Person who acquires or holds or owns any Note will not be recognised by the Issuer, and any such Disqualified Person shall have no rights or entitlements of whatsoever nature under such Note and, without limiting the generality of the foregoing, the Issuer shall not be liable to make any payment of any amounts under such Note to such Disqualified Person (see Condition 24).

Investing in the Notes involves certain risks (see the section of this Programme Memorandum headed “Risk Factors”).

Debt Sponsor, Arranger and Dealer: Nedbank Capital, a division of Nedbank Limited

Dealer: Absa Capital, a division of Absa Bank Limited

Dealer: The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division

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IMPORTANT NOTICE

The Issuer accepts full responsibility for the accuracy of the information contained in this Programme Memorandum, each Pricing Supplement and each Supplement to this Programme Memorandum published by the Issuer from time to time.

The Issuer confirms that, to the best of its knowledge and belief, there are no facts the omission of which would make this Programme Memorandum or any statement contained in this Programme Memorandum false or misleading, that all reasonable enquiries to ascertain such facts have been made, and that this Programme Memorandum contains all information required by the JSE Debt Listings Requirements and all other Applicable Laws.

The Issuer, having made all reasonable enquiries, confirms that this Programme Memorandum contains or incorporates by reference (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”) all information which is material in the context of the issue and the offering of Notes, that the information contained in or incorporated by reference into this Programme Memorandum as at the Programme Date is not misleading and that the opinions and the intentions expressed in this Programme Memorandum are honestly held.

The JSE assumes no responsibility or liability of whatsoever nature for the correctness of any of the statements made or opinions expressed or information contained in or incorporated by reference into this Programme Memorandum. The admission of any Tranche of Notes to the list of Debt Securities maintained by the JSE and the listing of such Notes on the Interest Rate Market of the JSE is not to be taken as an indication of the merits of the Issuer or the Notes. The JSE assumes no responsibility or liability of whatsoever nature for the contents of this Programme Memorandum or any Pricing Supplement or any information incorporated by reference into this Programme Memorandum, and the JSE makes no representation as to the accuracy or completeness of this Programme Memorandum or any Pricing Supplement, or any information incorporated by reference into this Programme Memorandum. The JSE expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of this Programme Memorandum or any Pricing Supplement or any information incorporated by reference into this Programme Memorandum.

The Issuer makes no representation or warranties as to the settlement procedures of the CSD or the JSE. This Programme Memorandum must be read in conjunction with all documents which are incorporated by reference into this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”). This Programme Memorandum must be read and construed on the basis that such documents are incorporated into, and form part of, this Programme Memorandum.

Neither the JSE nor the Debt Sponsor nor the Arranger nor the Dealers nor any person/s who is/are “related” or “inter-related” (each as defined in the Companies Act, 2008) to, respectively, the JSE, the Debt Sponsor, the Arranger and/or the Dealers (together, the Related/Inter-related Persons) nor the professional advisers of, respectively, the JSE, the Debt Sponsor, the Arranger and/or the Dealers (together, the Professional Advisers) have separately verified the information contained (or incorporated by reference into) this Programme Memorandum. No representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the JSE, the Debt Sponsor, the Arranger, the Dealers or the Professional Advisers as to the accuracy or completeness of the information contained in (or incorporated by reference into) this Programme Memorandum or any other information provided by the Issuer or the Guarantors in connection with the Programme.

Each person receiving this Programme Memorandum acknowledges that such person has not relied on the JSE, the Debt Sponsor, the Arranger, the Dealers, the Related/Inter-related Persons or the Professional Advisers in connection with its investigation of the accuracy of such information or its investment decision. Neither the JSE nor the Debt Sponsor nor the Arranger nor the Dealers nor the Professional Advisers accept any liability in relation to the information contained in (or incorporated by reference into) this Programme Memorandum or any other information provided by the Issuer or the Guarantors in connection with the Programme and/or the Notes.

No person is authorised to give any information or to make any representation other than those contained in or consistent with this Programme Memorandum. If any such information is given or representation made, it must not be relied upon as having been authorised by the Issuer, the Guarantors, the JSE, the Debt Sponsor, the Arranger, the Dealers, the Related/Inter-related Persons or the Professional Advisers.

Neither the delivery of this Programme Memorandum nor any offer, sale, allotment or solicitation made in connection with the offering of the Notes shall, in any circumstances, create any implication or constitute any representation that there has been no change in the affairs of the Issuer or the Guarantors since the Programme Date or that the information contained in (or incorporated by reference into) this Programme Memorandum is correct at any time subsequent to the date of the document containing such information.

Neither this Programme Memorandum nor any Pricing Supplement nor any other information supplied in connection with the Programme and/or the Notes is intended to provide a basis for any credit or other evaluation, or should be considered as a recommendation or a statement of opinion, or a report of either of those things, by

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the JSE, the Issuer, the Guarantors, the Debt Sponsor, the Arranger or the Dealers that any recipient of this Programme Memorandum or any other information supplied in connection with the Programme and/or the Notes should subscribe for or purchase any Notes.

Each person contemplating an investment in the Notes should make its own investigation and analysis of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantors and the terms of the offering and its own determination of the suitability of any such investment, with particular reference to its own circumstances and financial condition, its own investment objectives and experience, the extent of its exposure to risk (see the section of this Programme Memorandum headed “Risk Factors”) and any other factors which may be relevant to it in connection with such investment.

Neither the JSE nor the Issuer nor the Guarantors nor the Debt Sponsor nor the Arranger nor the Dealers undertake to review the financial condition or affairs of the Issuer or the Guarantors or to advise any investor or potential investor in the Notes of any information coming to the attention of the JSE, the Issuer, the Guarantors, the Debt Sponsor, the Arranger or the Dealers.

Neither this Programme Memorandum nor any Pricing Supplement nor any other information supplied in connection with the Programme and/or the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantors or the Debt Sponsor or the Arranger or any of the Deters to any person to subscribe for or to purchase or otherwise deal in any Notes.

This Programme Memorandum does not constitute an offer to sell or subscribe for or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.


The distribution of this Programme Memorandum and/or any Pricing Supplement and the issue, offer or sale of or subscription for Notes is restricted in South Africa and may be restricted in certain other jurisdictions, such as the United States of America, the United Kingdom and the European Economic Area (see the section of this Programme Memorandum headed “Dealer and Placing Arrangements”). These latter restrictions may not be relevant to the extent (and for as long as) Notes may not be acquired or beneficially held or owned by any Disqualified Person (see Condition 24) but may be relevant if (and to the extent that) the restrictions relating to Disqualified Persons are no longer applicable.

None of the Issuer, the Guarantors, the Debt Sponsor, the Arranger, the Dealers or the Professional Advisers represent that this Programme Memorandum and/or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfully offered, purchased or subscribed for in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering, purchase or subscription.

In particular, save for obtaining the approval of this Programme Memorandum by the JSE, no action has been taken by the Issuer, the Guarantors, the Debt Sponsor, the Arranger, the Dealers or the Professional Advisers which would permit a public offering of any Notes or a distribution of this Programme Memorandum and/or any Pricing Supplement in any jurisdiction where action for that purpose is required. No Notes may be offered or sold or subscribed for, directly or indirectly, and neither this Programme Memorandum nor any Pricing Supplement nor any advertisement or other offering material relating to the Programme and/or the Notes may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any Applicable Laws and regulations.

Neither this Programme Memorandum nor any Pricing Supplement are for distribution in, and do not constitute an offer of Notes for sale or subscription in, the United States of America or in any other jurisdiction in which such a distribution or such offer for sale or subscription would be unlawful or would require qualification or registration. It is the responsibility of any person wishing to subscribe for or purchase Notes to satisfy himself as to the full observance of the laws of the relevant jurisdiction.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act.). The Notes may not be offered or sold in the United States of America or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act.

Persons into whose possession this Programme Memorandum and/or any Pricing Supplement comes are required by the Issuer, the Guarantors, the Debt Sponsor, the Arranger and the Dealers to comply with all Applicable Laws and regulations in each country or jurisdiction in which they subscribe for, purchase, offer, sell,

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transfer or deliver Notes or have in their possession or distribute this Programme Memorandum and/or any Pricing Supplement and to obtain any consent, approval or permission required by them for the subscription, purchase, offer, sale, transfer or delivery by them of any Notes under the law and regulations in force in any country or jurisdiction to which they are subject or in which they make such subscriptions, purchases, offers, sales, transfers or deliveries, in all cases at their own expense, and none of the Issuer, the Guarantors, the Debt Sponsor, the Arranger or the Dealers shall have responsibility therefor. Notes purchased or subscribed for by any person who wishes to offer such Notes for sale or resale may not be offered in any country or jurisdiction in circumstances which would result in the Issuer being obliged to register this Programme Memorandum or any further prospectus or corresponding document relating to the Notes in such country or jurisdiction.

In connection with the issue and distribution of any Tranche of Notes, the Issuer or the Dealer (if any) who is designated in the Pricing Supplement as the approved stabilisation manager (the Stabilisation Manager) may, to the extent permitted by and in accordance with Applicable Laws and subject to JSE approval, over-allot or effect transactions with a view to supporting the market price of the Notes in the same Series as that Tranche of Notes at a level higher than that which might otherwise prevail for a limited period after the Issue Date. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period, and shall be in compliance with all Applicable Laws.

The price/yield and amount of a Tranche of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions.

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TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE 7

GENERAL DESCRIPTION OF THE PROGRAMME 9

SUMMARY OF THE PROGRAMME 11

RISK FACTORS 15

FORM OF THE NOTES 25

PRO FORMA PRICING SUPPLEMENT 27

TERMS AND CONDITIONS OF THE NOTES 33

TERMS AND CONDITIONS OF THE GUARANTEE 52

USE OF PROCEEDS 55

DESCRIPTION OF THE ISSUER 56

DESCRIPTION OF THE UNILEVER GROUP AND THE GUARANTORS 61

DESCRIPTION OF THE REPRESENTATIVE 63

SETTLEMENT, CLEARING AND TRANSFERS OF NOTES 66

DEALER AND PLACING ARRANGEMENTS 68

SOUTH AFRICAN TAXATION 71

SOUTH AFRICAN EXCHANGE CONTROL 73

GENERAL INFORMATION 74

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents and agreements are incorporated by reference into, and form part of, this Programme Memorandum:

a) the respective audited annual financial statements of the Issuer for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010, which include the auditor’s reports in respect of such financial statements;

b) the respective audited annual financial statements of the Issuer for all financial years after the Programme Sate, which will include the auditor’s reports in respect of such financial statements;

c) the respective annual reports of the Unilever Group for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010, which include the audited consolidated annual financial statements of the Unilever Group for such financial years and the auditor’s reports in respect of such financial statements;

d) the respective annual reports of the Unilever Group for all financial years after the Programme Date, which will include the audited consolidated annual financial statements of the Unilever Group for such financial years and the auditor’s reports in respect of such financial statements;

e) the respective audited annual financial statements of Robertsons Holdings (Proprietary) Limited for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011, which include the auditor’s reports in respect of such financial statements;

f) the respective audited annual financial statements of Robertsons Holdings (Proprietary) Limited for all financial years of after the Programme Date, which will include the auditor’s reports in respect of such financial statements;

g) the respective annual reports of the Remgro Group for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011, which include the audited consolidated annual financial statements of the Remgro Group for such financial years and the auditor’s reports in respect of such financial statements;

h) the respective annual reports of the Remgro Group for all financial years after the Programme Date, which will include the audited consolidated annual financial statements of the Remgro Group for such financial years and the auditor’s reports in respect of such financial statements;

i) the Guarantee;

j) each Pricing Supplement;

k) each supplement to the Programme Memorandum prepared by the Issuer from time to time; and

l) all information pertaining to the Issuer which is relevant to the Programme and/or this Programme Memorandum which is (i) electronically submitted by the Securities Exchange News Service (SENS) established by the JSE, to SENS subscribers and/or (ii) available on any electronic news service established or used or required by the JSE,

save that any statement contained in this Programme Memorandum or in any document which is incorporated by reference into this Programme Memorandum will be deemed to be modified or superseded for the purposes of this Programme Memorandum to the extent that a statement contained in any subsequent document which is subsequently incorporated by reference into this Programme Memorandum modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).

Copies of this Programme Memorandum are available, upon request, during normal office hours, at the Specified Office of the Issuer. The Programme Memorandum and each Applicable Pricing Supplement will be available on the JSE’s website.

Copies of the Guarantee, the financial statements listed in paragraphs (a) and (e) above and the annual reports listed in paragraph (c) above are available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, the annual reports listed in paragraph (c) above may be accessed at the Unilever Group’s website at www.unilever.com. The annual reports listed in paragraph (g) above may be accessed at the Remgro Group’s website at www.remgro.com once, in the case of the annual report for the financial year ended 31 August 20100, such annual report is approved and becomes available.

Copies of (i) the financial statements listed in paragraphs (b) and (f) above and the annual reports listed in

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http://www.unilever.com/


paragraph (d) above and (ii) the documents listed in paragraphs (j) and (k) above, will, as and when the relevant financial statements, annual reports and documents are approved and become available, be available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, the annual reports listed in paragraph (d) above may be accessed at the Unilever Group’s website at www.unilever.com, once such annual reports are approved and become available. The annual reports listed in paragraph (h) above may be accessed at the Remgro Group’s website at www.remgro.com, once such annual reports are approved and become available.

Website and internet addresses in this Programme Memorandum are included for reference only and the contents of any such websites and internet sites are not incorporated by reference into, and do not form part of, this Programme Memorandum.

The Issuer will, for so long as any Note remains outstanding and listed on the Interest Rate Market of the JSE, publish a new Programme Memorandum or a supplement to this Programme Memorandum, as the case may be, within six months of the financial year end of the Issuer, if any of the information contained in this Programme Memorandum becomes outdated in a material respect, provided that no new Programme Memorandum or supplement to this Programme Memorandum, as the case may be, will be required in respect of the Issuer’s annual financial statements if such annual financial statements are incorporated by reference into this Programme Memorandum and such annual financial statements are published, as required by the Companies Act, and submitted to the JSE within six months after the financial year end of the Issuer. A new Programme Memorandum or a supplement to this Programme Memorandum, as the case may be, must be approved by the JSE.

Any such new Programme Memorandum or Programme Memorandum as supplemented, as the case may be, will be deemed to substitute the previous Programme Memorandum from the date of issue of the new Programme Memorandum or Programme Memorandum as supplemented, as the case may be.

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GENERAL DESCRIPTION OF THE PROGRAMME

A general description of the Programme is set out below. The general description does not purport to be complete and is taken from, and is qualified by, the remainder of this Programme Memorandum and, in relation to a Tranche of Notes, the Pricing Supplement.

Issue

The Issuer may from time to lime issue one or more Tranches of Notes (denominated in ZAR) under the Programme, pursuant to this Programme Memorandum, provided that the aggregate Outstanding Principal Amount of all of the Notes issued under the Programme (including Notes issued under the Programme pursuant to the Previous Programme Memorandum) from time to time does not exceed the Programme Amount.

Each Note will be a Zero Coupon Note.

Notes will be issued in individual Tranches which, together with other Tranches, may form a Series of Notes. A Tranche of Notes will be issued on, and subject, to the applicable Terms and Conditions. The Issuer will, prior to the issue of a Tranche of Notes, complete a Pricing Supplement based on the pro forma Pricing Supplement set out in the section of this Programme Memorandum headed “Pro Forma Pricing Supplement”.

The Guarantee and the Representative

The Issuer’s obligations to the Noteholders under the Notes are guaranteed, jointly and severally, by Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited on the terms and conditions of the Guarantee. An extract of the Guarantee is set out in the section of this Programme Memorandum headed “Terms and Conditions of the Guarantee”.

The Representative will act as the representative of the Noteholders in respect of the Notes, in accordance with the Representative Agreement.

The rights of Noteholders to enforce their claims under the Notes directly against the Issuer are limited, and the Noteholders are, save for the exceptions set out in the Terms and Conditions, required to make such claims through the Representative, which shall make demands under the Guarantee for the benefit and on behalf of the Noteholders, in accordance with the Representative Agreement.

Listing

A Tranche of Notes may be listed on the Interest Rate Market of the JSE. Unlisted Notes may also be issued under the Programme. Unlisted Notes are not regulated by the JSE. The Pricing Supplement will specify whether or not a Tranche of Notes will be listed or unlisted.

A copy of the signed Pricing Supplement relating to a Tranche of Notes which is to be listed on the Interest Rate Market of the JSE will be delivered to the JSE and the CSD, before the Issue Date.

If the Issuer issues a Tranche of unlisted Notes, the Issuer will, by no later than the last day of the month of issue of that Tranche of Notes, inform the JSE in writing of the Principal Amount and Maturity Date of that Tranche of Notes.


Programme Amount

As at the Programme Date, the Programme Amount is ZAR2,500,000,000. This Programme Memorandum will apply to Notes issued under the Programme (including Notes issued under the Programme pursuant to the Previous Programme Memorandum) in an aggregate Outstanding Principal Amount which will not exceed ZAR2,500,000,000 unless such amount is increased by the Issuer as set out below.

From time to time the Issuer may wish to increase the Programme Amount. Subject to the Applicable Procedures and all Applicable Laws, the Issuer may, without the consent of Noteholders, increase the Programme Amount by delivering a notice thereof to the Noteholders in accordance with Condition 17 and to the Arranger, the Debt Sponsor and the Dealers. Upon such notice being given to the Noteholders, all references in this Programme Memorandum (and each other agreement, deed or document relating to the Programme and/or this Programme Memorandum) to the Programme Amount shall be deemed to be references to the increased Programme Amount

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specified in such notice.

Disqualified Persons

No Note may be subscribed for or purchased by or sold to or held or owned by any Disqualified Person, and no Noteholder may sell any Notes to any Disqualified Person. Any Disqualified Person who acquires or holds or owns any Note will not be recognised by the Issuer, and any such Disqualified Person shall have no rights or entitlements of whatsoever nature under such Note and, without limiting the generality of the foregoing, the Issuer shall not be liable to make any payment of any amounts under such Note to such Disqualified Person (see Condition 24).

A Disqualification Person is a person who or which is not a “resident” as defined in section 1 of the Income Tax Act, 1962.

Risk factors

Investing in the Notes involves certain risks (see the section of this Programme Memorandum headed “Risk Factors”).

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SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and is qualified by, the remainder of this Programme Memorandum and, in relation to a Tranche of Notes, the Pricing Supplement.PARTIESIssuer Unilever South Africa (Proprietary) Limited.Guarantors Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary)

Limited, acting jointly and severally. Debt Sponsor Nedbank Capital, a division of Nedbank Limited.Arranger Nedbank Capital, a division of Nedbank Limited.Dealers Nedbank Capital, a division of Nedbank Limited, Absa Capital, a

division of Absa Bank Limited, The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division, and each additional Dealer appointed as such pursuant to the Programme Agreement from time to time, which appointment may be for a specific issue of one or more Tranches of Notes or on an ongoing basis, subject to the Issuer’s right to terminate the appointment of any Dealer.

Paying Agent Nedbank Limited, unless the Issuer and the Guarantors elect to appoint another entity as Paying Agent, as contemplated in the Terms and Conditions.

Representative Maitland Trustees (Proprietary) Limited, unless the Issuer and the Guarantors elect to appoint another entity as Representative, as contemplated in the Terms and Conditions.

Transfer Secretary Computershare Investor Services (Proprietary) Limited, unless the Issuer elects to appoint another entity as Transfer Secretary, as contemplated in the Terms and Conditions.

GENERALBESA Guarantee Fund The holders of Notes that are not listed on the Interest Rate Market of

the JSE will have no recourse against the JSE and/or the BESA Guarantee Fund. Claims against the BESA Guarantee Fund may only be made in respect of the trading of Notes which are listed on the Interest Rate Market of the JSE and in accordance with the rules of the BESA Guarantee Fund.

Clearing and Settlement Each Tranche of Notes which is held in the CSD will be issued, cleared and settled in accordance with the Applicable Procedures through the electronic settlement system of the CSD. The CSD acts as the JSE-approved electronic clearing house, and carries on the role of matching, clearing and facilitation of settlement of all transactions carried out on the JSE.Each Tranche of Notes which is held in the CSD will be cleared by CSD Participants who will follow the electronic settlement procedures prescribed by the JSE and the CSD (see the section of this Programme Memorandum headed “Settlement, Clearing and Transfers of Notes”).

Commercial Paper Regulations The issue of a Tranche of Notes under the Programme, pursuant to the Programme Memorandum (as read with the Pricing Supplement) must comply with the Commercial Paper Regulations. The information required to be disclosed in terms of paragraph 3(5) of the Commercial Paper Regulations will be set out in Annexure “A” to the Pricing Supplement (except where such information is disclosed in this Programme Memorandum and/or the Pricing Supplement).

Where this Programme Memorandum and/or any Pricing Supplement is distributed and/or made available for inspection in South Africa, a copy of the Issuer’s latest audited annual financial statements will at all times separately accompany (either by electronic delivery or by physical delivery) this Programme Memorandum and/or that Pricing Supplement, as required by the Commercial Paper Regulations.

CSD Strate Limited, being a central securities depository licensed in terms

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of the Securities Services Act, or any additional or alternate depository as may be agreed betweenapproved by the Issuer and the relevant Dealer(s).

CSD Participants The persons accepted by the CSD as participants in terms of the Securities Services Act. As at the Programme Date, the CSD Participants are ABSA Bank Limited, FirstRand Bank Limited, Nedbank Limited, The Standard Bank of South Africa Limited and the South African Reserve Bank. Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, societe anonyme (Clearstream Banking), may hold Notes through their Participant (see the section of this Programme Memorandum headed “Settlement, Clearing and Transfers of Notes”).

Currency South African Rand (ZAR).

Denomination of the Notes Each Note will be issued in a denomination of ZAR1,000,000.

Description of the Programme Unilever South Africa (Proprietary) Limited ZAR2,500,000,000 Domestic Commercial Paper Programme.

Distribution A Tranche of Notes may be distributed by way of private placement or public auction or any other means permitted by law, as determined by the Issuer and the relevant Dealers.

Early Redemption The Notes may be redeemed, prior to the Maturity Date, for taxation reasons pursuant to Condition 7.2 or, subject to Condition 13, in the event of an Event of Default, as contemplated in Condition 12.

Form of the Notes A Tranche of Notes will be issued in the form of Registered Notes, as more fully described in the section of this Programme Memorandum headed “Form of the Notes”.

Governing Law This Programme Memorandum, the Notes and the applicable Terms and Conditions will be governed by, and construed in accordance with, the laws of South Africa. The Guarantee will be governed by, and construed in accordance with, the laws of England.

Guarantee The Issuer’s obligations under the Notes are unconditionally and irrevocably guaranteed, jointly and severally, by Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited in accordance with the Guarantee. An extract of the Guarantee is set out in the section of this Programme Memorandum headed “Terms and Conditions of the Guarantee”.

Interest Notes will be Zero Coupon Notes, and will not bear interest. In the case of late payment of principal on any Note, the principal payable in respect of such Note shall be increased in accordance with Condition 8.

Issue Date The Issue Date of a Tranche of Notes will be the date specified as such in the Pricing Supplement.

JSE JSE Limited, licensed as an exchange in terms of the Securities Services Act.

Listing This Programme Memorandum has been approved by the JSE.

A Tranche of Notes may be listed on the Interest Rate Market of the JSE. Unlisted Notes may also be issued under the Programme. Unlisted Notes are not regulated by the JSE. The Pricing Supplement will specify whether or not a Tranche of Notes will be listed or unlisted.

Maturity Date The Maturity Date of a Tranche of Notes will be the date specified as such in the Pricing Supplement. Subject to all Applicable Laws, the Notes will not be subject to any minimum or maximum maturity.

Noteholders Subject to Condition 4.2(4), the Noteholders are the holders of the Notes who are recorded as the registered Noteholders of such Notes in the Register.

Programme Amount As at the Programme Date, the Programme Amount is

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ZAR2,500,000,000. This Programme Memorandum will apply to Notes issued under the Programme (including Notes issued under the Programme pursuant to the Previous Programme Memorandum) in an aggregate Outstanding Principal Amount which will not exceed ZAR2,500,000,000 unless such amount is increased by the Issuer as set out in the section of this Programme Memorandum headed “General Description of the Programme”.

Redemption Amount The Principal Amount of the Notes or the Early Redemption Amount (as more fully described in Condition 7.3) or the Late Redemption Amount (as more fully described in Condition 8), as the case may be.

Register The Register will be maintained by the Transfer Secretary. The CSD’s Nominee will be named in the Register as the registered Noteholder of each Tranche of Notes which is held in the Central Securities Depository. Each holder of Notes which are represented by an Individual Certificate will be named in the Register as the registered Noteholder of such Notes.

Risk Factors Investing in the Notes involves certain risks (see the section of this Programme Memorandum headed entitled “Risk Factors”).

Securities Transfer Tax As at the Programme Date, no securities transfer tax is payable in respect of the issue, transfer or redemption of the Notes (see the section of this Programme Memorandum headed “South African Taxation”). Any future transfer duties and/or taxes that may be introduced in respect of (or be applicable to) the transfer of Notes will be for the account of Noteholders.

Selling Restrictions As at the Programme Date, no Note may be subscribed for or purchased by or sold to or held by any Disqualified Person, and no Noteholder may sell any Notes to any Disqualified Person (see Condition 24).

The distribution of this Programme Memorandum and/or any Pricing Supplement and the issue, offer or sale of or subscription for Notes is restricted in South Africa and may be restricted in certain other jurisdictions, such as the United States of America, the United Kingdom and the European Economic Area (see the section of this Programme Memorandum headed “Dealer and Placing Arrangements”). These latter restrictions may not be relevant to the extent (and for as long as) Notes may not be acquired or beneficially held or owned by any Disqualified Person (see Condition 24) but may be relevant if (and to the extent that) the restrictions relating to Disqualified Persons are no longer applicable.

Status of the Guarantee The obligations of each Guarantor under the Guarantee will constitute unconditional and unsecured obligations of that Guarantor and rank and will rank (subject to any obligations preferred by law) pari passu with other present and future unsecured and unsubordinated obligations of that Guarantor.

Status of the Notes The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank and will rank pari passu without any preference or priority amongst themselves and (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer.

Terms and Conditions The Terms and Conditions are set out in the section of this Programme Memorandum headed “Terms and Conditions of the Notes”. A Tranche of Notes will be issued on, and subject to, the Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Pricing Supplement (the applicable Terms and Conditions).

Taxation A summary of applicable Tax legislation in respect of the Notes, as at the Programme Date, is set out in the section of this Programme Memorandum headed "South African Taxation". The summary does not constitute tax advice. Potential investors in the Notes should consult their own professional advisers as to the potential tax

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consequences of, and their tax positions in respect of, an investment in the Notes.

Use of Proceeds The Issuer will use the proceeds from the issue of a Tranche of Notes for its general corporate purposes or as may otherwise be described in the Pricing Supplement.

Withholding Taxes As at the Programme Date, all payments in respect of the Notes will be made without withholding or deduction for or on account of any Taxes levied in South Africa or, in the event of the Enforcement of the Guarantee, the United Kingdom or The Netherlands, as the case may be. In the event that any such withholding or other deduction is required by South African law or, in the event of the Enforcement of the Guarantee, United-Kingdom law or The Netherlands law, as the case may be, (including any double taxation agreement to which South Africa or the United Kingdom or The Netherlands, as the case may be is a party), then, subject to certain exceptions as provided in Condition 10 or, in the event of the Enforcement of the Guarantee, certain exceptions provided in paragraph (iii) of the Guarantee, as the case may be, the Issuer or the Guarantors (jointly and severally), as the case maybe, will pay such additional amounts as shall be necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. In the event that any such withholding or deduction, the Issuer may, as set out more fully in Condition 7.2, redeem all of the Notes.In terms of section 58 of the Taxation Laws Amendment Act, 2010, a new withholding tax on interest is expected to be introduced in South Africa, with effect from 1 January 2013, as Part IA of the Income Tax Act. In terms of Part IA of the Income Tax Act, the new withholding tax will be a final tax and will be levied at a rate of 10% in respect of “interest” paid to non-residents (see the section of this Programme Memorandum headed "South African Taxation").

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RISK FACTORS

The Issuer believes that the following investment considerations may affect its ability to fulfil its obligations under the Notes and/or the ability of the Guarantors to fulfil their obligations under the Guarantee. All of these investment considerations are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. but the inability of the Issuer to pay interest, principal or other amounts under any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information available to it as at the Programme Date, or which it may not be able to anticipate. The Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. The information set out below is not intended as advice and does not purport to describe all of the considerations that may be relevant to a prospective subscriber for or purchaser of any Notes.

Investment considerations which the Issuer believes may be material for the purpose of assessing the risks associated with the Notes and the market for the Notes generally are also described below.

The Issuer believes that the investment considerations described below represent the principal risks inherent in investing in the Notes, but the Issuer may be unable to pay interest, principal or other amounts payable in respect of the Notes and/or the Guarantors may be unable to pay amounts payable under the Guarantee for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate.

Potential investors should also read the information set out elsewhere in this Programme Memorandum (including all documents incorporated by reference into this Programme Memorandum) and, in relation to a Tranche of Notes, the Pricing Supplement, and consult their own financial, tax and legal advisers as to the risks and investment considerations arising from an investment in the Notes, the appropriate tools to analyse such an investment, and the suitability of such an investment in the context of the particular circumstances of each investor.

RISKS RELATING TO THE ISSUER

General

The factors described below represent the inherent risks relating to the Issuer. The Issuer does not represent that the statements below regarding the risks relating to it are exhaustive. A potential investor should carefully consider the risks below and the other information in this Programme Memorandum.

The value of the Notes depends upon, amongst other things, the ability of the Issuer to fulfil its obligations under the Notes.

The financial prospects of any entity are sensitive to the underlying characteristics of its business and the nature and extent of the commercial risks to which the entity is exposed. There are a number of risks faced by the Issuer, including those that encompass a broad range of economic and commercial risks, many of which are not within its control. The performance of the Issuer’s business can be influenced by external market and regulatory conditions. If the Issuer’s business is affected by adverse circumstances in the same period, overall earnings would suffer significantly. These risks create the potential for the Issuer to suffer loss.

Economic

The Issuer manufactures and markets an extensive range of food and home and personal care products, while enjoying market leadership in most of its major categories. Well-known brands include Robertsons, Rama, Flora, Lipton, Joko, Mrs Balls, Sunlight, Omo Surf, Vaseline and Lux. Slow economic growth in 2010, food price volatility and geopolitical are likely to remain features of the economic landscape in the near future. Economic recovery is expected to be protracted and uneven and consumer spending in South Africa continues to be held back by high levels of personal debt and the fear of continuing unemployment.

In South Africa, the Issuer's business is dependent on continuing consumer demand for the Unilever brands. Reduced consumer wealth driven by adverse economic conditions may result in the Issuer's consumers becoming unwilling or unable to purchase the Issuer’s products, which could in turn adversely affect its cash flow, turnover, profits and profit margins. In addition, during economic downturns, access to credit may be constrained and this would consequently impact the viability of the Issuer’s suppliers and customers and may temporarily inhibit the flow of day-to-day cash transactions with such suppliers and customers.

Markets

Although the Issuer has a diverse product range, it operates in a very competitive local market. See, in addition, the section below headed “Risks Relating to the Guarantors” – “The Unilever Group” - “Markets”.

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Financial/Treasury

Since 2003 there have been substantial changes in the economic environment and credit markets have also become more constrained. The Issuer has also made two substantial acquisitions and, in addition, some large capital expansion projects are also funded from local sources.

With the changing environment and continued growth UL SA Financing and Treasury Standard is intended to place the Issuer on an equal footing with any local corporate and to raise funds onshore and offshore at the cheapest cost. This includes the Programme, the Programme Amount of which has been increased to a R2,5 billion.

The Issuer remains committed not to use tax structuring techniques in raising funds and will at all times comply with South African Reserve Bank requirements and transfer pricing regulations, including thin capitalization rules in all of its transactions.

Operations

The ever increasing labour and energy (electricity) costs in South Africa are likely to continue to put pressure on the Issuer's operations and influence its growth and profit margins. See, in addition, the section below headed “Risks Relating to the Guarantors” – “The Unilever Group” - “Operations”.

People and Talent

The Issuer’s performance is dependent on the talents and efforts of key personnel, some of whom may have been employed by the Issuer for a substantial period of time and have developed with the business. The Issuer’s continued ability to compete effectively and further develop its businesses also depends on its ability to attract new employees. In relation to the development and training of new staff, the Issuer is reliant on the continued development of the educational sector within South Africa, including access to facilities and educational programmes by its future employees.

Legal and Regulatory

The Issuer is subject to government regulation in South Africa. Regulatory agencies have broad jurisdiction over many aspects of the Issuer’s business, which may include practices relating to marketing and selling, advertising, and consumer protection. The ever increasing legal and regulatory environment in South Africa may burden the Issuer's operations, especially in the context of increasing consumer protection (see “Consumer Protection Act, 2008” below) and the coming into force of the Companies Act, 2008 (see “Companies Act, 2008” below).

Changes in government policy, legislation or regulatory interpretation applying to the retail industry in the markets in which the Issuer operates may adversely affect the Issuer’s product range and distribution channels and, consequently, reported results and financing requirements. Failure to comply with legal and regulatory requirements, including tax laws and regulations, or government policies, may have an adverse effect on the Issuer and its reputation among customers and regulators in the market.

The Issuer could also be adversely affected by future changes in legal, regulatory and compliance requirement. Future tax developments or changes to tax laws in South Africa may also have a material adverse effect on the Issuer and on its business.

Consumer Protection Act, 2008

The Consumer Protection Act, 2008 (the Consumer Protection Act) regulates the relationship between suppliers (including the Issuer) and consumers in order to protect the rights of the consumers. The Consumer Protection Act protects consumers who are (i) natural persons and (ii) small business entities with assets or an annual turnover of less than R2,000,000.

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Suppliers (including the Issuer) will be strictly liable for any harm caused by goods provided by them to consumers. The Consumer Protection Act sets out the requirements for the form and content of consumer agreements: any unjust, unreasonable or unfair contractual term may be altered or declared void by a court in South Africa. A number of provisions in an agreement will be void unless fair in the circumstances, including certain clauses that commonly appear in standard form contracts.

The Consumer Protection Act creates the possibility for class action suits against suppliers (including the Issuer) of defective goods, which may result in increased litigation, increased costs in dealing with litigation and increased claims for damages against suppliers of goods.

Consumers also have a right to demand the timely performance of services in a manner and quality that consumers are generally entitled to expect, failing which, the consumer will have a right of recourse against the supplier.

Companies Act, 2008

Subject to certain exceptions as set out below, the Companies Act, 2008 (the Companies Act) has replaced the Companies Act, 1973 (the old Companies Act) in its entirety. The Issuer is subject to the applicable provisions of the Companies Act.

The Companies Act provides for business rescue, a substantively non-judicial, commercial process that, in the first instance, aims to rescue a financially distressed company and maximise the likelihood of the company’s continued existence on a solvent basis. Once appointed, a business rescue practitioner is given significant powers, in terms of section 136(2) of the Companies Act, to suspend (or, with the sanction of the court, cancel) entirely, partially or conditionally any provision of an agreement to which a company is a party at the commencement of the business rescue period (other than an agreement of employment or an agreement contemplated in sections 35A and 35B of the Insolvency Act, 1936), notwithstanding any contrary provision contained in the agreement itself.

The transitional provisions set out in the Companies Act provide that, until a date to be determined by the Minister of Trade and Industry, the old Companies Act will (subject to certain exceptions) continue to apply with respect to the winding up and liquidation of companies under the Companies Act.

Whereas “shares” under the old Companies Act only included certain categories of debt securities for purposes of “offers to the public”, the Companies Act now defines “securities” as “any shares, debentures or other instruments, irrespective of their form or title, issued or authorized to be issued by a profit company” for all purposes.

Previously, limited liability “private” companies (including the Issuer) were required to restrict the transferability of their “shares” (ordinary equity) only on the secondary market. Limited liability “private” companies are, in terms of the Companies Act, now required to restrict the issue and transferability of their “securities” (including debt securities – see above) on both the primary and secondary markets. This will impact on current “private” company issuers of debt securities which are listed on the JSE (as well as “private” company special purpose vehicles set up for purposes of securitization (and other ring-fenced) schemes). Subject to a definitive interpretation of the applicability of the two-year moratorium provisions set out in the transitional provisions of the Companies Act (and failing an appropriate amendment to the Companies Act), these “private” company issuers (including the Issuer) will need to convert to “public” companies by 30 April 2013 or, alternatively, these “private” company issuers may continue as private (limited liability) companies provided that they stop issuing (i) listed debt instruments and (ii) unlisted debt instruments which are issued to the public on the primary market and (iii) unlisted debt instruments which are freely transferable on the secondary market.

The Companies Act extends shareholders’ rights against companies and directors, and directors, prescribed officers and committee members will now face more extensive and stricter grounds for personal liability for their actions in the company than they did under the Old Companies Act. The Companies Act introduces class action suits against companies, directors and company officers by persons whose rights are affected by the company. Companies will thus face a greater risk of litigation and the costs thereof.

Other Risks

The Issuer is exposed to varying degrees of risk and uncertainty related to other factors including physical, environmental, political, social and terrorism risks within the environments in which the Issuer operates, failure to complete planned divestments, taxation risks, failure to resolve insurance matters within current estimates and changing priorities of the Issuer’s board of directors. All these risks could materially affect the Issuer’s business, its turnover, operating profits, net profits, net assets and liquidity. There may be risks which are unknown to the Issuer or which are currently believed to be immaterial.

RISKS RELATING TO THE GUARANTORS

The value of the Notes may depend upon, among other things, the ability of the Guarantors to fulfil their joint and several obligations under the Guarantee.

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The Unilever Group

General

The risks that the Unilever Group regards as the most relevant to the business of the Unilever Group are identified below. The Issuer does not represent that the statements below regarding the risks relating to the Unilever Group (including the Guarantors) are exhaustive. A potential investor should carefully consider the risks below and the other information contained in (or incorporated by reference into) this Programme Memorandum.

The financial prospects of any entity are sensitive to the underlying characteristics of its business and the nature and extent of the commercial risks to which the entity is exposed. There are a number of risks faced by the Unilever Group, including those that encompass a broad range of economic and commercial risks, many of which are not within its control. The performance of all of the Unilever Group’s major businesses can be influenced by external market and regulatory conditions. If all or most of the Unilever Group’s businesses were affected by adverse circumstances in the same period, overall earnings would suffer significantly. These risks create the potential for the Unilever Group to suffer loss.

Economic

Global market conditions are subject to periods of volatility and change which can negatively impact market liquidity, increase credit spreads and reduce funding availability. Difficult conditions in global equity and debt markets may result in less liquidity, extreme volatility and declining asset prices, as well as greater counterparty credit risk, widening of credit spreads and lack of price transparency in credit and other markets.

The Unilever Group’s business is dependent on continuing consumer demand for the Unilever brands. Economic pressures may weigh heavily on consumer spending. Reduced consumer wealth driven by adverse economic conditions may result in the Unilever Group’s consumers becoming unwilling or unable to purchase the Unilever Group’s products, which could adversely affect the Unilever Group’s cash flow, turnover, profits and profit margins. In addition, the Unilever Group has a large number of global brands, some of which have a significant carrying value as intangible assets: adverse economic conditions may reduce the value of those brands which could require the Unilever Group to impair their balance sheet value.

During economic downturns access to credit could be constrained. This could impact the viability of the Unilever Group’s suppliers and customers and could temporarily inhibit the flow of day-to-day cash transactions with suppliers and customers via the banks.

Adverse economic conditions may affect one or more countries within a region, or may extend globally. The impact on the Unilever Group’s overall portfolio will depend on the severity of the economic slowdown, the mix of countries affected and any government response to reduce the impact such as fiscal stimulus, changes to taxation and measures to minimise unemployment.

Market conditions may also lead to the failure of financial institutions and the intervention of government authorities and central banks around the world. If the economic climate worsens in the future, the Unilever Group’s financial performance, business or strategy may be adversely affected.

The competitive environment for the Unilever Group’s business is likely to remain intense in 2011, and continued high levels of competitive challenge are expected to the Unilever Group’s many category leadership positions. Some of this is likely to be price-based, but strong innovation-based competition, backed by wide-ranging brand support, could arise.

The Unilever Group relies on equity and debt markets for funding its business. Instability in these markets may affect the Unilever Group’s ability to access funding, particularly the ability to issue long-term debt securities, to replace maturing liabilities in a timely manner and to access the funding necessary to grow its businesses. In addition, an increase in credit spreads may increase the Unilever Group’s cost of funding. Further, volatile and deteriorating markets may reduce activity and the flow of transactions, which may adversely impact the Unilever Group’s financial performance. Other risks associated with funding that the Unilever Group may face are over reliance on a particular funding source or a simultaneous increase in funding costs across a broad range of sources.

Markets

The Unilever Group operates globally in competitive markets where the activities of other multinational companies, local and regional companies and customers which have a significant private label business may adversely affect the Unilever Group’s market shares, cash flow, turnover, profits and/or profit margins.

In 2010, more than half of the Unilever Group’s turnover came from developing and emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets are typically more volatile than developed markets, so the Unilever Group is continually exposed to changing economic, political and social developments outside its control, any of which could adversely affect the business of the Unilever Group. Failure to understand and respond effectively to local market developments could put at risk the Unilever Group’s

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cash flow, turnover, profit and/or profit margins.

Brands and innovation

The Unilever Group’s mission is to help people feel good, look good and get more out of life with brands and services that are good for them and good for others. This is achieved by designing and delivering what are regarded as superior branded products/services at relevant price points to consumers across the globe. Failure to provide sufficient funding to develop new products, lack of technical capability in the research and development function, lack of prioritisation of projects and/or failure by operating management to successfully and quickly roll out the products may adversely impact the Unilever Group’s cash flow, turnover, profit and/or profit margins and may impact the Unilever Group’s reputation.

Customers

Maintaining successful relationships with the Unilever Group’s customers is regarded as key to ensuring the Unilever brands are successfully presented to the Unilever Group’s consumers and are available for purchase at all times. Any breakdown in the relationships with customers could reduce the availability to the Unilever Group’s consumers of existing products and new product launches and therefore impact the Unilever Group’s cash flow, turnover, profits and/or profit margins.

The retail industry continues to consolidate in many of the Unilever Group’s markets. Further consolidation and the continuing growth of discounters could increase the competitive retail environment by increasing customers’ purchasing power, increasing the demand for competitive promotions and price discounts, increase cross-border sourcing to take advantage of pricing arbitrage and thus adversely impact the Unilever Group’s cash flow, turnover, profits and/or profit margins. Increased competition between retailers could place pressure on retailer margins and increase the counterparty risk to the Unilever Group.

Financial/Treasury

As a global organisation the Unilever Group’s asset values, earnings and cash flows are influenced by a wide variety of currencies, interest rates, tax jurisdictions and differing taxes. If the Unilever Group is unable to manage the Unilever Group’s exposures to any one, or a combination, of these factors, this could adversely impact the Unilever Group’s cash flow, profits and/or profit margins.

A material and significant shortfall in net cash flow could undermine the Unilever Group’s credit rating, impair investor confidence and hinder the Unilever Group’s ability to raise funds, whether through access to credit markets, commercial paper programmes, long-term bond issuances or otherwise. In times of financial market volatility, the Unilever Group is also potentially exposed to counterparty risks with banks.

The Unilever Group is exposed to market interest rate fluctuations on the Unilever Group’s floating rate debt. Increases in benchmark interest rates could increase the interest cost of the Unilever Group’s floating rate debt and increase the cost of future borrowings. The Unilever Group’s inability to manage the interest cost effectively could have an adverse impact on the Unilever Group’s cash flow, profits and/or profit margins.

Because of the breadth of the Unilever Group’s international operations the Unilever Group is subject to risks from changes to the relative value of currencies which can fluctuate widely and could have a significant impact on the Unilever Group’s assets, cash flow, turnover, profits and/or profit margins. Further, because the Unilever Group consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets of its foreign subsidiaries. The Unilever Group is also subject to the imposition of exchange controls by individual countries which could limit its ability to import materials paid by foreign currency or to remit dividends to the parent company.

Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to the Unilever Group of funding the schemes and therefore have an adverse impact on profitability and cash flow.

In view of the current economic climate and deteriorating government deficit positions, tax legislation in the countries in which the Unilever Group operates may be subject to change, which may have an adverse impact on the Unilever Group’s profits

Consumer safety and sustainability

The environmental measures that the Unilever Group regards as most significant are those relating to CO2 from energy that the Unilever Group uses, the water that the Unilever Group consumes as part of its production processes and the amount of waste that the Unilever Group generates for disposal. Failure to design products with a lower environmental footprint could damage the Unilever Group’s reputation and hence long-term cash flow, turnover, profits and/or profit margins.

Should the Unilever Group fail to meet high product safety, social, environmental and ethical standards across all the Unilever Group’s products and in all its operations and activities, it could impact the Unilever Group’s

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reputation, leading to the rejection of products by consumers, damage to the Unilever brands, including growth and profitability, and diversion of management time into rebuilding the Unilever Group’s reputation.

Operations

The Unilever Group’s ability to make products is dependent on securing timely and cost-effective supplies of production materials, some of which are globally traded commodities. The price of commodities and other key materials, labour, warehousing and distribution fluctuates according to global economic conditions, which can have a significant impact on the Unilever Group’s product costs. Commodity prices rose during the second half of 2010 and this is likely to continue in 2011. If the Unilever Group is unable to increase prices to compensate for higher input costs, this could reduce the Unilever Group’s cash flow, profits and/or profit margins. If the Unilever Group increases prices more than its competitors, this could undermine the Unilever Group’s competitiveness and hence market shares.

Further, two-thirds of the raw materials that the Unilever Group buys come from agriculture. Changing weather patterns, water scarcity and unsustainable farming practices threaten the long-term viability of agricultural production. A reduction in agricultural production may limit the Unilever Group’s ability to manufacture products in the long term.

The Unilever Group is dependent on regional and global supply chains for the supply of raw materials and services and for the manufacture, distribution and delivery of the Unilever Group’s products. The Unilever Group may be unable to respond to adverse events occurring in any part of this supply chain such as changes in local legal and regulatory schemes, labour shortages and disruptions, environmental and industrial accidents, bankruptcy of a key supplier or failure to deliver supplies on time and in full, which could impact the Unilever Group‘s ability to deliver orders to its customers. Any of the foregoing could adversely impact the Unilever Group’s cash flow, turnover, profits and/or profit margins and harm the Unilever Group’s reputation and the Unilever brands.

People and talent

Attracting, developing and retaining talented employees is regarded as being essential to the delivery of the Unilever Group’s strategy. If the Unilever Group fails to determine the appropriate mix of skills required to implement its strategy and subsequently fail to recruit or develop the right number of appropriately qualified people, or if there are high levels of staff turnover, this could adversely affect the Unilever Group’s ability to operate successfully, and hence grow its business and effectively compete in the marketplace.

Legal and regulatory

The Unilever Group is subject to local, regional and global rules, laws and regulations, covering such diverse areas as product safety, product claims, trademarks, copyright, patents, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. The Unilever Group’s businesses are governed by laws and regulations designed to ensure that products may be safely used for their intended purpose and that labelling and advertising are truthful and not misleading. The Unilever Group’s businesses are further regulated by data protection and anti-trust legislation. Important regulatory bodies in respect of the Unilever Group’s business include the European Commission and the US Food and Drug Administration. Failure to comply with laws and regulations could leave the Unilever Group open to civil and/or criminal legal challenge and, if upheld, fines or imprisonment imposed on the Unilever Group or its employees. Further, the Unilever Group’s reputation could be significantly damaged by adverse publicity relating to such a breach of laws or regulations and such damage could extend beyond a single jurisdiction.

Integration of acquisitions, restructuring and change management

Since 2009, the Unilever Group has announced €4.6 billion of acquisitions and the Unilever Group’s global and regional restructuring programmes are expected to in 2011. In the event that the Unilever Group is unable to successfully implement these changes in a timely manner or at all, or effectively manage third-party relationships and/or outsourced processes, the Unilever Group may not be able to realise some or all of the anticipated expense reductions. In addition, because some of the restructuring changes involve important functions, any disruption could harm the operations of the Unilever Group’s business, its reputation and/or its relationship with its employees.

Other risks

The Unilever Group is exposed to varying degrees of risk and uncertainty related to other factors including physical, environmental, political, social and terrorism risks within the environments in which the Unilever Group operates, failure to complete planned divestments, taxation risks, failure to resolve insurance matters within current estimates and changing priorities of the Unilever Group’s boards of directors. All these risks could materially affect the Unilever Group’s business, its turnover, operating profits, net profits, net assets and liquidity. There may be risks which are unknown to the Unilever Group or which are currently believed to be immaterial.

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Robertsons Holdings (Proprietary) Limited

Robertsons Holdings (Proprietary) Limited (Roberstons) is a wholly owned subsidiary of Remgro Limited, which is listed on the JSE. Robertsons is therefore part of the Remgro Limited group of companies (the Remgro Group).

A description of the risks relating to the Remgro Group and its business is set out in the respective annual reports of the Remgro Group, which are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”).

The respective annual reports of the Remgro Group for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011 may be accessed at the Remgro Group’s website at www.remgo.com once, in the case of the annual report for the financial year ended 31 August 20100, such annual report is approved and becomes available. The respective annual reports of the Remgro Group for the financial years ended after the Programme Date may be accessed at the Remgro Group’s website at www.remgo.com, once such annual reports are approved and become available.

RISKS RELATING TO SOUTH AFRICA

Risk relating to Emerging Markets

South Africa is generally considered by international investors to be an emerging market. Investors in emerging markets such as South Africa should be aware that these markets are subject to greater risk than more developed markets. These risks include economic instability as well as, in some cases, significant legal and political risks.

Economic instability in South Africa in the past and in other emerging market countries has been caused by many different factors, including the following:

● high interest rates;

● changes in currency values;

● high levels of inflation;

● exchange controls;

● wage and price controls;

● changes in economic or tax policies;

● the imposition of trade barriers; and

● internal security issues.

Any of these factors, as well as volatility in the markets for securities similar to the Notes, may adversely affect the value or liquidity of the Notes.

Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate. Generally, investment in developing markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved, and prospective investors are urged to consult with their own legal and financial advisors before making an investment in the Notes.

Investors should also note that developing markets, such as South Africa, are subject to rapid change and that the information set out in this Programme Memorandum may become outdated relatively quickly.

Exchange Controls

Since 1995, certain exchange controls in South Africa have been relaxed. The extent to which the South African Government (the Government) may further relax such exchange controls cannot be predicted with certainty, although the Government has committed itself to a gradual approach of relaxation. Further relaxation, or abolition of exchange controls, may precipitate a change in the capital flows to and from South Africa. If the net result of this were to cause large capital outflows, this could adversely affect the Issuer’s business and it could have an adverse effect on the financial condition of the Issuer as a whole. In the event of the immediate abolition of exchange control there may be a sudden withdrawal of Rand from the South African market by investors. Because South Africa has a fully floating exchange rate and a flexible interest rate policy, this could result in a rapid depreciation of the Rand exchange rate which could serve to stem the flight and could also result in an increase in interest rates due to the depreciation of the Rand. Rand would be purchased in exchange for foreign currency and deposited in the Sterilisation Account of the South African Reserve Bank.

RISKS RELATING TO THE FINANCIAL MARKETS

The investments, business, profitability and results of operations of the Issuer may be adversely affected as a result of the difficult conditions in the financial markets.

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http://www.remgo.com/


Since the second half of 2007, disruption in the global credit markets, coupled with the re-pricing of credit risk and the deterioration of the housing markets in the United States and elsewhere, has created increasingly difficult conditions in the global financial markets. Among the sectors of the global credit markets that experienced particular difficulty due to the crisis were the markets associated with sub-prime mortgage backed securities, asset backed securities, collateralised debt obligations, leveraged finance and complex structured securities. These conditions resulted in historically high volatility, less liquidity or no liquidity, widening of credit spreads and a lack of price transparency in certain markets.

In addition, these conditions resulted in the failure of a number of financial institutions in the United States, Europe and Asia and unprecedented action by governmental authorities and central banks around the world. It is difficult to predict the long-term implications of this financial crisis. The conditions outlined above may be further exacerbated by persisting volatility in the financial sector and the capital markets, or concerns about, or a default by, one or more institutions, which could lead to significant market-wide liquidity problems, losses or defaults by other institutions.

This global financial crisis has caused significant slowdown in growth in first world economies which has impacted emerging market economies, including South Africa. While some economic indicators are suggesting financial markets and economic conditions may start to improve, the risk remains that the issues outlined above could further affect the Issuer and the banking sector in general. Furthermore, it is not possible to predict what structural and/or regulatory changes may result from the current market conditions or whether such changes may be materially adverse to the Issuer and its prospects.

If current market conditions and circumstances deteriorate further, or continue for protracted periods of time, this could lead to a decline in credit quality, amendments to asset prices, increases in defaults and non-performing debt and/or a worsening of general economic conditions in the markets in which the Issuer operates, all of which may materially adversely affect the Issuer’s business, profitability and results of operations.

RISKS RELATING TO THE NOTES GENERALLY

Investment Suitability

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

● have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference into this Programme Memorandum or any supplement to this Programme Memorandum;

● have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such an investment will have on its overall investment portfolio;

● have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

● understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

● be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.



Listing and Limited Liquidity of the Notes

The Issuer may issue listed or unlisted Notes. The continued listing of any Tranche of Notes listed on the Interest Rate Market of the JSE is subject to the JSE Rules. There can be no assurance that the listing of any Tranche of Notes will continue until the Maturity Date.

There may be a limited secondary market exists for the Notes. There can be no assurance that any secondary market for any of the Notes will continue until the Maturity Date. Consequently, a subscriber or purchaser must be prepared to hold its Notes until the Maturity Date.

If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price,

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depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer.

Notes held in the CSD

Each Tranche of Notes which is listed on the Interest Rate Market of the JSE will be held in the CSD. A Tranche of unlisted Notes may also be held in the CSD. Investors in such Notes will have to rely on the procedures of the JSE and/or the CSD for transfer, payment and communication with the Issuer.

The CSD will maintain records of the Beneficial Interests in Notes held in the CSD. While the Notes are held in the CSD, investors will be able to trade their Beneficial Interests in such Notes only through the CSD.

While Notes are held in the CSD the Issuer will discharge its payment obligations under such Notes by making payments to, or to the order of, the CSD’s Nominee (as the registered holder of such Notes), for distribution to the holders of Beneficial Interests in such Notes. A holder of a Beneficial Interest in Notes must rely on the procedures of the CSD and CSD Participants to receive payments under such Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, Beneficial Interests.

Holders of Beneficial Interests in Notes vote in accordance with the Applicable Procedures and will not have a direct right to vote in respect of such Notes. The holder of a Beneficial Interest will only be entitled to exchange such Beneficial Interest for Notes represented by an Individual Certificate in accordance with Condition 11.1.

Limited Recourse to the BESA Guarantee Fund


Notes Issued at a Substantial Discount or Premium

The market values of Notes issued at a substantial discount or premium from their Principal Amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Tax Considerations

A summary of the applicable Taxation legislation in respect of the Notes as at the Programme Date is set out in the section of this Programme Memorandum headed “South African Taxation”. The summary does not constitute tax advice.

Potential investors in the Notes should, before making an investment in the Notes, consult their own professional advisers as to the potential tax consequences of, and their tax positions in respect of, an investment in the Notes.

No representation and/or warranty and/or undertaking is given by the Issuer (or any other person) in respect of the tax treatment of any Noteholder of Notes, and no liability and/or responsibility is assumed by the Issuer (or any other person) for the tax treatment of any Noteholder of Notes.

Meetings of Noteholders

The Terms and Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who do not attend and vote at the relevant meeting and Noteholders who vote in a manner contrary to the majority.

Change of Law

This Programme Memorandum, the Notes and the applicable Terms and Conditions, are governed by, and will be construed in accordance with, the laws of South Africa. No assurance can be given as to the impact of any possible judicial decision or change to the laws of South Africa or administrative practice in South Africa after the Programme Date.

The Guarantee is governed by, and will be construed in accordance with the laws of England. No assurance can be given as to the impact of any possible judicial decision or change to the laws of England or administrative practice in England after the Programme Date.

Rating of a Tranche of Notes

The Programme is not rated. A Tranche of Notes may, on or before the Issue Date, be rated by a rating agency on a national scale or international scale basis. Unrated Tranches of Notes may also be issued. A rating of a Tranche of Notes is not a recommendation to subscribe for, buy, sell or hold any Notes, inasmuch as, among other things, a rating does not comment on the market price or suitability of the Notes for a particular investor.

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A rating of a Tranche of Notes only addresses the likelihood that the aggregate Outstanding Principal Amount of Notes in that Tranche will be fully repaid by the Maturity Date. A rating of a Tranche of Notes does not address the likelihood of repayment of the aggregate Outstanding Principal Amount of such Notes before the Maturity Date.

A rating of a Tranche of Notes may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency and, accordingly, there can be no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the rating agency if, in its judgment, circumstances in the future warrant such action. There can be no assurance of any connection between a rating on a national scale basis and a rating on an international scale basis. Any adverse change in a rating of a Tranche of Notes could adversely affect the trading price of all or any of the Notes.

Legal Investment Considerations

The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing, and (3) other restrictions which apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

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FORM OF THE NOTES

Each Tranche of Notes will be issued in the form of Registered Notes.

Notes issued in uncertificated form

Each Tranche of Notes which is listed on the Interest Rate Market of the JSE and each Tranche of unlisted Notes will be issued in registered uncertificated form, in terms of section 37 of the Securities Services Act, and will be held in the CSD (see “Beneficial Interests in Notes held in the CSD” below). Notes issued in registered uncertificated form will not be represented by any certificate or written instrument.

Beneficial Interests in Notes held in the CSD

While a Tranche of Notes is held in its entirety in the CSD, the CSD’s Nominee will be named in the Register as the sole Noteholder of the Notes in that Tranche.

The CSD will hold each Tranche of Notes subject to the Securities Services Act and the Applicable Procedures. All amounts to be paid and all rights to be exercised in respect of Notes held in the CSD will be paid to and may be exercised only by the CSD’s Nominee for the holders of Beneficial Interests in such Notes.

The CSD maintains central securities accounts only for CSD Participants. As at the Programme Date, the CSD Participants are Absa Bank Limited, FirstRand Bank Limited, Nedbank Limited, The Standard Bank of South Africa Limited and the South African Reserve Bank.

Beneficial Interests which are held by CSD Participants will be held directly through the CSD, and the CSD will hold such Beneficial Interests, on behalf of such CSD Participants, through the central securities accounts maintained by the CSD for such CSD Participants.

The CSD Participants are in turn required to maintain securities accounts for their clients. Beneficial Interests which are held by clients of CSD Participants will be held indirectly through such CSD Participants, and such CSD Participants will hold such Beneficial Interests, on behalf of such clients, through the securities accounts maintained by such CSD Participants for such clients. The clients of CSD Participants may include the holders of Beneficial Interests in the Notes or their custodians. The clients of CSD Participants, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Notes held by them in the CSD only through their CSD Participants. Euroclear and Clearstream Banking may hold Notes through their CSD Participants.

In relation to each person shown in the records of the CSD or the relevant CSD Participant, as the case may be, as the holder of a Beneficial Interest in a particular Outstanding Principal Amount of Notes, a certificate or other document issued by the CSD or the relevant CSD Participant, as the case may be, as to the Outstanding Principal Amount of such Notes standing to the account of any person shall be prima facie proof of such Beneficial Interest, and each such person shall be treated by the Issuer, each of the Guarantors, the Transfer Secretary, the Representative, the Paying Agent and the relevant CSD Participant as the holder of that aggregate Outstanding Principal Amount of such Notes for all purposes, other than with respect of the payment of principal on such Notes, for which latter purpose the CSD’s Nominee (as the registered Noteholder of such Notes named in the Register) will be treated by the Issuer, the Paying Agent, the Transfer Secretary and the relevant CSD Participant as the holder of such Notes in accordance with, and subject to, the Terms and Conditions.

Title to Beneficial Interests held by CSD Participants directly through the CSD will pass on transfer thereof by electronic book entry in the central securities accounts maintained by the CSD for such Participants. Title to Beneficial Interests held by clients of CSD Participants indirectly through such CSD Participants will pass on transfer thereof by electronic book entry in the securities accounts maintained by such CSD Participants for such clients. Beneficial Interests may be transferred only in accordance with the Applicable Procedures. Holders of Beneficial Interests vote in accordance with the Applicable Procedures.

Notes represented by Individual Certificates

The holder of a Beneficial Interest will only be entitled to exchange such Beneficial Interest for Notes represented by an Individual Certificate in accordance with Condition 11.1.

Title to Notes represented by Individual Certificates will pass upon registration of transfer in accordance with Condition 12.2.

The Issuer, the Paying Agent and the Transfer Secretary shall regard the Register as the conclusive record of title to the Notes represented by Individual Certificates.

Payments of all amounts due and payable in respect of Notes represented by Individual Certificates will be made

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in accordance with Condition 9 to the person reflected as the registered Noteholder of such Notes in the Register at 17h00 (South African time) on the Last Day to Register.

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PRO FORMA PRICING SUPPLEMENT

The form of the Pricing Supplement with will be completed for each Tranche of Notes which is to be listed on the Interest Rate Market of the JSE is set out below. The form of the Pricing Supplement which will be completed for each Tranche of unlisted Notes will be substantially in the form set out below, adapted, as applicable, in such manner as is agreed by the Issuer and the relevant Dealer(s).

UNILEVER SOUTH AFRICA (PROPRIETARY) LIMITED(incorporated with limited liability under registration number 1939/012365/07 in the Republic of South Africa)

ZAR2,500,000,000

DOMESTIC COMMERCIAL PAPER PROGRAMME

unconditionally and irrevocably guaranteed, jointly and severally, by

UNILEVER PLC(incorporated with limited liability with registered number 41424 in England and Wales)

and

UNILEVER N.V.(having its corporate sear in Rotterdam, The Netherlands)

and

ROBERTSONS HOLDINGS (PROPRIETARY) LIMITED(incorporated with limited liability under registration number 1982/008128/07 in the Republic of South Africa)

Issue of [Aggregate Principal Amount of Tranche] Zero Coupon Notes

This document constitutes the Pricing Supplement relating to the issue of the Tranche of Notes described herein. This Pricing Supplement must be read in conjunction with the amended and restated Programme Memorandum dated [] [] 2011, as amended and/or supplemented from time to time (the Programme Memorandum) prepared by Unilever South Africa (Proprietary) Limited (the Issuer) in connection with the Unilever South Africa (Proprietary) Limited ZAR2,500,000,000 Domestic Commercial Paper Programme (the Programme).

The Programme Memorandum was approved by JSE Limited (the JSE) on [] [] 2011.

Any capitalised terms not defined in this Pricing Supplement shall have the meanings ascribed to them in the section of the Programme Memorandum headed “Terms and Conditions of the Notes” (the Terms and Conditions). References to any Condition in this Pricing Supplement are to that Condition of the Terms and Conditions.

To the extent that there is any conflict or inconsistency between the provisions or this Pricing Supplement and the Programme Memorandum, the provisions of this Pricing Supplement shall prevail.

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A. DESCRIPTION OF THE NOTES

1. Issuer Unilever South Africa (Proprietary) Limited

2. Guarantors Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited

3. Tranche Number [ ]

4. Series Number [ ]

5. Status of the Notes Senior unsubordinated Notes (see Condition 5)

6. Security Unsecured

7. Form and Type of Notes Registered Zero Coupon Notes

The Notes in this Tranche are issued in registered uncertificated form and will be held in the CSD.

8. Issue Date/First Settlement Date [ ]

9. Maturity Date [ ]

10. Aggregate Principal Amount of this Tranche

ZAR[ ]

11. Principal Amount per Note ZAR1,000,000

12. Currency ZAR

13. Final Redemption Amount [ ]

14. Issue Price:

(a) formula or basis for determining amount(s) payable on redemption

[give details]

(b) Accrual Yield [ ] % per annum [NACA] [specify other]

15. Business Day Convention [Following Business Day Convention] [Floating Rate Business Day Convention] [Modified Following Business Day Convention] [Preceding Business Day Convention] [specify other]

16. Business Centre [Not Applicable] [give details]

17. Additional Business Centre [Not Applicable] [give details]

B. PROGRAMME AMOUNT

1. Programme Amount as at the Issue Date

[ZAR2,500,000,000] [specify other]

2. Aggregate Outstanding Principal Amount of all of the Notes issued under the Programme (including all Notes issued and outstanding under the Programme pursuant to the Previous Programme Memorandum) as at the Issue Date

ZAR[ ] excluding the aggregate Principal Amount of this Tranche of Notes.

C. PROVISIONS REGARDING REDEMPTION/MATURITY

1. Early Redemption Amount(if payable) Yes [The amount calculated in accordance with Condition 7.3] [specify other]

2. Late Redemption Amount (if payable) Yes [The amount calculated in accordance with Condition 8] [specify other]

D. AGENTS AND SPECIFIED OFFICES

1. Paying Agent [Nedbank Limited] [specify other]

2, Specified Office of the Paying Agent [Braampark Forum IV, 2nd Floor, 33 Hoofd Street, Braamfontein, 2001, South Africa] [specify other]

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3. Transfer Secretary [Computershare Investor Services (Proprietary) Limited] [specify other]

4. Specified Office of the Transfer Secretary

[Ground Floor, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa] [specify other]

5. Representative [Maitland Trustees (Proprietary) Limited] [specify other]

6. Specified Office of the Representative [32 Fricker Road, Illovo Boulevard, Illovo, 2196, South Africa] [specify other]

E. REGISTER CLOSED

1. Last Day to Register Up until 17h00 (South African time) on the [sixth] [specify other] day (whether such is a Business Day or not) preceding the Early Redemption Date (if applicable) or the Maturity Date, as the case may be.

2. Books Closed Period The Register will be closed during the [five] [specify other] days preceding the Early Redemption Date (if applicable) or the Maturity Date, as the case may be, from 17h00 (South African time) on the Last Day to Register until 17h00 (South African time) on the day preceding the Early Redemption Date (if applicable) or the Maturity Date, as the case may be, being the period during which the Register is closed for purposes of giving effect to transfers, redemptions or payments in respect of this Tranche of Notes.

3. Books Closed Dates [specify]

F. GENERAL

1. Disqualified Persons No Note may be (i) subscribed for, or purchased by a Disqualified Person, or (ii) sold to a Disqualified Person, or (iii) beneficially held or owned by a Disqualified Person (see Condition 24).

2. Additional selling restrictions [Not Applicable] [give details]

3. International Securities Numbering (ISIN)

[ ]

4. Stock Code Number [ ]

5. Financial Exchange JSE Limited (Interest Rate Market)

6. Stabilisation Manager (if applicable) [Not Applicable] [give details]

7. If syndicated, named of Dealer/s [ ]

8. Method of Distribution [Dutch Auction] [Private Placement] [Method of Distribution set out in the Term Sheet, dated [ ], prepared by [ ] and sent to potential investors for purposes of placing the Notes in this Tranche] [Dutch Auction] [specify other]

9. Pricing Methodology [Not Applicable] [give details]

10. Rating assigned to this Tranche of Notes as at Issue Date (if any)

[Not Applicable] [give details]

11. Date on which the Rating assigned to this Tranche of Notes is expected to be reviewed


12. Rating Agency(ies) (if any) for this Tranche of Notes


13. Governing law (if the laws of the Republic of South Africa are not applicable)

The Notes and the applicable Terms and Conditions are governed by the laws of South Africa.

The Guarantee is governed by the laws of England

14. Other Banking Jurisdiction [Not Applicable] [give details]

14. Commercial Paper Regulations The information required to be disclosed in terms of paragraph

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3(5) of the Commercial Paper Regulations is set out in Annexure “A” to the Pricing Supplement.

16. Other provisions [Not Applicable] [give details]

The Issuer accepts full responsibility for the accuracy of the information contained in this Pricing Supplement.

Application is hereby made to list Tranche [ ] of Series [ ] of the Notes on the Interest Rate Market of the JSE, as from [Insert date], pursuant to the Unilever South Africa (Proprietary) Limited ZAR2,500,000,000 Domestic Commercial Paper Programme.

UNILEVER SOUTH AFRICA (PROPRIETARY) LIMITED

Issuer

By: _______________________________ By: _______________________________duly authorised duly authorised

Date: _______________________________ Date: _______________________________

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ANNEXURE “A” TO THE PRICING SUPPLEMENT

COMMERCIAL PAPER REGULATIONS

This Annexure “A” is applicable to and will be completed in respect of each Tranche of Notes issued under the Programme (each, the relevant Tranche). This Annexure “A” will be attached to the Pricing Supplement relating to the relevant Tranche (the relevant Pricing Supplement).

The information required to be disclosed in terms of paragraph 3(5) of the Commercial Paper Regulations is set out below (except where such information is disclosed in the Programme Memorandum and/or the relevant Pricing Supplement):

Issuer and Ultimate Borrower

(paragraph 3(5)(a) of the Commercial Paper Regulations)

The Issuer of the relevant Tranche of Notes is Unilever South Africa (Proprietary) Limited (incorporated with limited liability under registration number 1939/012365/07 in South Africa).

The “ultimate borrower” (as defined in the Commercial Paper Regulations) is the Issuer.

Going Concern

(paragraph 3(5)(b) of the Commercial Paper Regulations)

The Issuer is a going concern and can in all circumstances be reasonably expected to meet its commitments, thereby reflecting the adequacy of the liquidity and solvency of the Issuer.

Auditors

(paragraph 3(5)(c) of the Commercial Paper Regulations)

The auditors of the Issuer as at the Issue Date are PricewaterhouseCoopers Incorporated. PricewaterhouseCoopers Incorporated have acted as the auditors of the Issuer’s latest audited annual financial statements.

Total Amount of Commercial Paper

(paragraph 3(5)(d) of the Commercial Paper Regulations)

a) [The Issuer has not, prior to the Issue Date, issued any “commercial paper” (as defined in the Commercial Paper Regulations).]

[The Issuer has, prior to the Issue Date, issued “commercial paper” (as defined in the Commercial Paper Regulations (Commercial Paper)) in an aggregate amount of ZAR[ ].]

b) [As at Issue Date, to the best of the Issuer’s knowledge and belief, the Issuer estimates that it will not issue any Commercial Paper during the Issuer’s current financial year (excluding the relevant Tranche).]

[As at Issue Date, to the best of the Issuer’s knowledge and belief, the Issuer estimates that it will issue Commercial Paper in an aggregate amount of ZAR[ ] during the Issuer’s current financial year (excluding the relevant Tranche).]

Other Information

(paragraph 3(5)(e) of the Commercial Paper Regulations)

All information that may reasonably be necessary to enable the investor to ascertain the nature of the financial and commercial risk of its investment in the relevant Tranche is contained in the Programme Memorandum and the relevant Pricing Supplement.

Material Adverse Change

(paragraph 3(5)(f) of the Commercial Paper Regulations)

Save as disclosed in this Programme Memorandum [and as set out below], there has been no material adverse change in the Issuer’s financial position since the date of the Issuer’s last audited annual financial statements.

[give details, if applicable]

Listing

(paragraph 3(5)(g) of the Commercial Paper Regulations)

The relevant Tranche will be [unlisted] [listed on [the Interest Rate Market of the JSE].

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Use of Proceeds

(paragraph 3(5)(h) of the Commercial Paper Regulations)

The proceeds of the issue of the relevant Tranche will be used by the Issuer for its general corporate purposes] [specify other].

Security

(paragraph 3(5)(i) of the Commercial Paper Regulations)

The obligations of the Issuer in respect of the relevant Tranche are unsecured (in that the Noteholders have no real rights of security in respect of such obligations). However, The obligations of the Issuer in respect of the relevant Tranche are guaranteed, jointly and severally, by Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited) on the terms and conditions of the Guarantee.

Auditors’ Confirmation

(paragraph 3(5)(j) of the Commercial Paper Regulations)

PricewaterhouseCoopers Incorporated have confirmed in writing that nothing has come to their attention which causes them to believe that the issue of Tranche(s) of Notes under the Programme, pursuant to this Programme Memorandum, will not comply in all respects with the provisions of the Commercial Paper Regulations.

Audited Financial Statements

(paragraphs 3(5)(i) and (ii) of the Commercial Paper Regulations)

Where this Programme Memorandum and/or the relevant Pricing Supplement is distributed and/or made available for inspection in South Africa, a copy of the Issuer’s latest audited annual financial statements will at all times separately accompany (either by electronic delivery or by physical delivery) this Programme Memorandum and/or the relevant Pricing Supplement, as required by the Commercial Paper Regulations.

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TERMS AND CONDITIONS OF THE NOTES

A Tranche of Notes will be issued on, and subject to, the Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Pricing Supplement relating to that Tranche of Notes. The following is the text of the Terms and Conditions:

1 DEFINITIONS AND INTERPRETATION1.1 Definitions

In the Terms and Conditions, unless inconsistent with the context or, in relation to a Tranche of Notes, separately defined in the Pricing Supplement, the following expressions shall have the following meanings:

Applicable Laws means, in relation to a person, all and any (i) statutes and subordinate legislation, (ii) regulations, ordinances and directives, (iii) by-laws, (iv) codes of practice, circulars, guidance notices, judgments and decisions of any competent authority, and (v) other similar provisions, from time to time, compliance with which is mandatory for that person;

Applicable Procedures means the rules and operating procedures for the time being of the CSD, CSD Participants and the JSE (including, without limitation, the JSE Rules and the JSE Debt Listings Requirements);

Arranger means Nedbank Capital;

Beneficial Interest means, in relation to a Tranche of Notes, the beneficial interest as co-owner of an undivided share of all of the Notes in that Tranche, as contemplated in section 41(1) of the Securities Services Act, the nominal value of which beneficial interest, in relation to any number of Notes in that Tranche, is determined by reference to the proportion that the aggregate Outstanding Principal Amount of such number of Notes bears to the aggregate Outstanding Principal Amount of all of the Notes in that Tranche, as provided in section 41(3) of the Securities Services Act;

BESA means The Bond Exchange of South Africa Limited (Registration Number 2007/034441/06), which was licensed as an exchange in terms of the Securities Services Act prior to its merger, on 1 July 2009, with the JSE;

BESA Guarantee Fund means the Guarantee Fund established and operated by BESA, prior to its merger with the JSE on 1 July 2009 and, as at the Programme Date, operated by the JSE as a separate guarantee fund in terms of the JSE Rules, as required by sections 9(1)(e) and 18(2)(x) of the Securities Services Act, or any successor fund;

Books Closed Period means, in respect of a Tranche of Notes, the period or periods stipulated by the Issuer in the Pricing Supplement as being the period or periods during which the Register is closed for purposes of giving effect to transfers, redemptions or payments in respect of that Tranche of Notes;

Business Day means a day (other than a Saturday, Sunday or public holiday in South Africa) on which commercial banks settle payments in Rand in South Africa;

Commercial Paper Regulations means the commercial paper regulations of 14 December 1994 issued pursuant to paragraph (cc) of the definition of “the business of a bank” in the Banks Act, 1990, set out in Government Notice 2172 and published in Government Gazette 16167 of 14 December 1994;

Companies Act means the Companies Act, 2008;

CSD means Strate Limited (registration number 1998/022242/06), licensed as a central securities depository in terms of the Securities Services Act or any successor depository operating in terms of the Securities Services Act, and any additional or alternate depository approved by the Issuer;

CSD’s Nominee means a wholly owned subsidiary of the CSD approved by the Registrar of Securities Services in terms of the Securities Services Act, and any reference to “CSD’s Nominee” shall, whenever the context permits, be deemed to include any successor nominee operating in terms of the Securities Services Act;

CSD Participants means a person accepted by the CSD as a participant in terms of the Securities Services Act;

Dealers means Nedbank Capital, Absa Capital, a division of Absa Bank Limited (incorporated in South Africa under registration number 1986/004794/06), The Standard Bank of South Africa Limited

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(incorporated in South Africa under registration number 1962/000738/06), acting through its Corporate and Investment Banking division, and each additional dealer appointed by the Issuer from time to time pursuant to the Programme Agreement, which appointment may be for a specific issue of one or more Tranches of Notes or on an ongoing basis, subject to the Issuer’s right to terminate the appointment of any Dealer;

Debt Sponsor means Nedbank Capital;

Disqualified Person means a person who or which is not a “resident” as defined in section 1 of the Income Tax Act;

Early Redemption Amount means, if applicable to all or any of the Notes in a Tranche of Notes, the amount calculated in accordance with Condition 7.3;

Early Redemption Date means, if applicable to all of any Notes in a Tranche of Notes, the date, prior to the Maturity Date, stipulated as the date for early redemption of such Tranche of Notes in the notice of redemption given by the Issuer in accordance with Condition 7.2 or (subject to Condition 14) the date for early redemption of such Notes in terms of Condition 13, as the case may be;

Enforcement of the Guarantee means a demand made by the Representative under the Guarantee following an Event of Default, in accordance with Condition 14, the Guarantee and the Representative Agreement;

Event of Default means an event of default as set out in Condition 13.1;

Exchange Control Regulations means the Exchange Control Regulations, 1961 promulgated pursuant to the Currency and Exchanges Act, 1933;

Extraordinary Resolution means a resolution passed at a meeting of all of the Noteholders or the relevant Group of Noteholders (duly convened) by a majority consisting of not less than 75% of the persons voting thereat upon a show of hands or, if a poll be duly demanded, then by a majority consisting of not less than 75% of the votes given on such poll;

Final Redemption Amount means, in respect of a Tranche of Notes, the aggregate Principal Amount of that Tranche of Notes;

Group Company means any company within the Unilever Group;

Group of Noteholders means (as applicable) the holders the Notes in one or more Tranches of Notes or the holder of Notes in a Series of Notes;

Guarantee means the deed of guarantee dated 4 September 2003, as amended on 4 December 2008 and acceded to by Robertsons on 4 December 2008, and as further amended, novated or substituted from time to time in accordance with its terms;

Guarantors means Unilever PLC, incorporated in England and Wales, with registered number 41424, Unilever N.V., having its corporate seat in Rotterdam, The Netherlands, and Robertsons, incorporated in South Africa under registration number 82/08128/07, acting jointly and severally;

Income Tax Act means the Income Tax Act, 1962;

Individual Certificate means the single certificate in definitive registered form without interest coupons representing Notes for which a Beneficial Interest has been exchanged in accordance with Condition 11.1;

Interest Rate Market of the JSE means the separate platform or sub-market of the JSE designated as the “Interest Rate Market” and on which Debt Securities (as defined in the JSE Debt Listings Requirements) may be listed, or such other separate platform or sub-market of the JSE as is selected by the Issuer, subject to all Applicable Laws;

Issue Date means, in respect of a Tranche of Notes, the date specified as such in the Pricing Supplement;

Issue Price means, in respect of a Tranche of Notes, the price specified as such in( and/or calculated in accordance with) the Pricing Supplement;

Issuer means Unilever South Africa (Proprietary) Limited, incorporated in South Africa under registration number 1939/012365107;

JSE means the JSE Limited (Registration Number 2005/022939/06), licensed as an exchange in terms of the Securities Services Act, or any exchange which operates as a successor exchange to the JSE in terms of the Securities Services Act;

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JSE Debt Listings Requirements means the document published by the JSE entitled “Debt Listings Requirements”, dated March 2011, which came into effect on 1 June 2011, as amended and/or supplemented from time to come;

JSE Rules means the Rules of the JSE from time to time, approved by the Registrar of Securities Services in terms of the Securities Services Act;

Last Day to Register means, in respect of a Tranche of Notes, the sixth day (or such other day as is specified in the Pricing Supplement) preceding the Early Redemption Date (if applicable) or the Maturity Date, as the case may be, until 17h00 (South African time) on that day, such day being the last day on which the Transfer Secretary will accept Transfer Forms and record in the Register the transfer of Notes in that Tranche represented by Individual Certificate(s);

Late Redemption Amount means, if applicable to all or any of the Notes in a Tranche of Notes, the amount calculated in accordance with Condition 8;

Late Redemption Date means, if applicable to all of any Notes in a Tranche of Notes, the date defined as such in Condition 8;

Maturity Date means, in respect of a Tranche of Notes, the data specified as such in the Pricing Supplement;

Nedbank Capital means Nedbank Capital, a division of Nedbank Limited, incorporated in South Africa under registration number 1951/000009/06;

Noteholders means, subject to Condition 4.2(4), the holders of Registered Notes (as recorded in the Register);

Notes means the unsecured guaranteed Registered Notes issued by the Issuer, under the Programme, pursuant to the Programme Memorandum;

Outstanding means, in relation to the Notes, all the Notes issued under the Programme other than:

a) those which have been redeemed in full;

b) those in respect of which the Redemption Date has occurred and the redemption moneys wherefor remain available for payment against presentation of the relevant Global Certificate evidencing such Notes;

c) those which have been purchased and cancelled as provided in Condition 7.4;

d) those which have became prescribed under Condition 23,

provided that for each of the following purposes, namely (i) the right to attend and vote at any meeting of the Noteholders, and (ii) the determination of how many and which Notes are for the time being Outstanding for the purposes of Conditions 18 and I9, all Notes (if any) which are for the time being held by the Issuer (subject to any Applicable Law) or by any person for the benefit of the Issuer and not cancelled (unless and until ceasing to be so held) shall be deemed not to be Outstanding;

Outstanding Principal Amount means, in respect of a Note, the Principal Amount of that Note less the aggregate of any amounts of principal in respect of such Note previously redeemed and, in respect of the Programme at any point in time, the aggregate Principal Amount of all of the Notes in issue at that time (including all Notes issued under the Programme pursuant to the Previous Programme Memorandum) less the aggregate of any amounts of principal in respect of such Notes previously redeemed;

Paying Agency Agreement means the agreement so entitled in respect of the Notes concluded between the Issuer, Unilever PLC, Unilever N.V. and Nedbank Limited (as Paying Agent), dated 15 September 2003, as amended on 4 December 2008 and acceded to by Robertsons on 4 December 2008, and as further amended, novated or substituted from time to time in accordance with its terms;

Paying Agent means Nedbank Limited (incorporated in South Africa under registration number 1951/000009/06), unless the Issuer and the Guarantors elect to appoint another entity as Paying Agent, as contemplated in Condition 16;

Pricing Supplement means, in respect of a Tranche of Notes, the pricing supplement completed and signed by the Issuer in relation to that Tranche of Notes, setting out the additional and/or other terms and conditions which are applicable to that Tranche of Notes, based upon the pro forma Pricing Supplement which is set out in the section of this Programme Memorandum headed “Pro forma Pricing Supplement”;

Principal Amount means, in respect of a Note, the nominal amount of that Note (being the amount of ZARI,000,000);

Programme means the Unilever South Africa (Proprietary) Limited ZAR2,500.000,000 Domestic

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Commercial Paper Programme under which the Issuer may issue Notes from time to time;

Programme Agreement means the agreement so entitled in respect of the Notes concluded between the Issuer, Unilever PLC, Unilever N.V, Nedbank Capital and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division, dated 15 September 2003, as amended on 4 December 2008 and acceded to by Robertsons on 4 December 2008, as amended on [] August 2011 and acceded to by Absa Capital, a division of Absa Bank Limited, on [] August 2011, and as further amended, novated or substituted from time to time in accordance with its terms;

Programme Date means the date of this Programme Memorandum, being [] [] 2011;

Programme Memorandum means this document so entitled in respect of the Notes, dated [] [] 2011; provided that if the Issuer publishes a new Programme Memorandum or a supplement to the Programme Memorandum, as the case may be (as contemplated in the section of this document headed “Documents Incorporated by Reference”), references to “Programme Memorandum” shall be construed as references to that new Programme Memorandum or the Programme Memorandum as supplemented, as the case may be;

Rating means, if applicable to a Tranche of Notes, the rating of that Tranche of Notes granted by the Rating Agency/ies, specified in the Pricing Supplement;

Rating Agency/ies means Standard & Poor’s and/or Fitch Southern Africa (Proprietary) Limited and/or Moody’s Investor Services Limited and/or any other rating agency(ies) as is/are appointed by the Issuer for the purpose of any Tranche of Notes;

Redemption Amount means, in respect of all or any of the Notes in a Tranche of Notes (as applicable), the Final Redemption Amount or the Early Redemption Amount or the Late Redemption Amount, as applicable;

Redemption Date means, in respect of all or any of the Notes in a Tranche of Notes (as applicable), the Maturity Date or the Early Redemption Date, as applicable;

Register means the register maintained by the Transfer Secretary in terms of Condition 15;

Registered Note means a Note issued in registered uncertificated form, registered in the Register in the name of the Noteholder thereof, and transferable in accordance with Condition 12.2;

Registrar of Securities Services means the Registrar of Securities Services designated under the Securities Services Act;

Representative means Maitland Trustees (Proprietary) Limited, incorporated in South Africa under registration number 1999/002503/07, unless the Issuer and the Guarantors elect to appoint another entity as Representative, as contemplated in Condition 16;

Representative Agreement means the agreement so entitled in respect of the Notes concluded between the Issuer, Unilever PLC, Unilever N.V. and Steinway Trustees (Proprietary) Limited (as the initial Representative), dated 15 September 2003, as amended on 4 December 2008 and acceded to by Robertsons on 4 December 2008, and as further amended, novated or substituted from time to time in accordance with its terms;

Robertsons means Robertsons Holdings (Proprietary) Limited, incorporated in South Africa under registration number 82/08128/07;

Securities Services Act means the Securities Services Act, 2004;

Series means a Tranche of Notes which, together with any other Tranche or Tranches of Notes, is expressed in the Pricing Supplement to form a single series of Notes, identified in the relevant Pricing Supplements by way of a unique numeral (such as Series 1);

South Africa means the Republic of South Africa;

Specified Office means, in relation to each of the Issuer, the Guarantors, the Representative, the Paying Agent and the Transfer Secretary, the address of the office specified in respect of such entity at the end of the Programme Memorandum, or such other address as is notified by such entity (or, where applicable, a successor to such entity) to the Noteholders is accordance with Condition 17, as the ease may be;

Taxes means all present and future taxes, duties, imposts, levies, charges, fees withholdings or deductions of whatever nature imposed, levied, collected, withheld or assessed by, or on behalf of, any governmental, fiscal or other competent authority in South Africa (including any penalty payable in connection with any failure to pay, or delay in paying, any of the same) and “Tax” and “Taxation” will be construed accordingly;

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Terms and Conditions (and all references in the Programme Memorandum to “Terms and Conditions of the Notes set out in Section 6 of the Programme Memorandum”) means the terms and conditions of the Notes set out in this section of the Programme Memorandum headed “Terms and Conditions of the Notes” and applicable Terms and Conditions means, in respect of a Tranche of Notes, the Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Pricing Supplement relating to that Tranche of Notes;

Tranche means those Notes which are identical in all respects (including as to listing) and in respect of which the same Pricing Supplement applies;

Transfer Form means the written form for the transfer of a Note represented by an Individual Certificate, in the usual form or in such form as is approved by the Transfer Secretary;

Transfer Secretary means Computershare Investor Services (Proprietary) Limited, incorporated in South Africa under registration number 2004/003647/07, unless the Issuer elects to appoint another entity as Transfer Secretary, as contemplated in Condition 16;

Transfer Secretary Agreement means the agreement so entitled in respect of the Notes concluded between the issuer and Computershare Investor Services (Proprietary) Limited (as the Transfer Secretary) dated, 15 September 2003;

Unilever Group means Unilever N.V., Unilever PLC and the group companies of each of Unilever N.V. and Unilever PLC (being those companies required to be consolidated in accordance with The Netherlands and the United Kingdom legislative requirements relating to consolidated accounts);

ZAR, R and Rand means the lawful currency of South Africa;

Zero Coupon Notes means Notes which are offered and sold at a discount to their aggregate Principal Amount and which will not bear interest.

1.2 Interpretation

(1) All references in the Programme Memorandum to any legislation (including, without limiting the generality of the aforegoing, any statute, regulation, rule or Applicable Procedure, JSE Rule or JSE Debt Listings Requirement) will be legislation as at the Programme Date as amended, re-enacted or replaced and substituted from time to time.

(2) If any provision in a definition in the Terms and Conditions is a substantive provision conferring a right or imposing an obligation on any party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of the Terms and Conditions.

2 ISSUE

2.1 The Issuer may, at any time and from time to time (without the consent of any Noteholder) issue one or more Tranche(s) of Notes pursuant to the Programme; provided that the aggregate Outstanding Principal Amount of all of the Notes issued under the Programme from time to time (including Notes issued under the Programme pursuant to the Previous Programme Memorandum) does not exceed the Programme Amount.

2.2 Notes will be issued in individual Tranches which, together with other Tranches, may form a Series of Notes.

2.3 A Tranche of Notes will be issued on, and subject to, the applicable Terms and Conditions.

2.4 The applicable Terms and Conditions of a Tranche of Notes are incorporated by reference into the Individual Certificate(s) (if any) representing any of the Notes in that Tranche. The Pricing Supplement relating to any Notes in a Tranche which are represented by Individual Certificate(s) will be attached to such Individual Certificate(s).

3 FORM AND DENOMINATION

3.1 General

(1) The Notes are unsubordinated unsecured guaranteed registered Zero Coupon Notes. The denomination of each Note will be ZARl,000,000.

(2) Each Tranche of Notes will be issued in the form of Registered Notes.

(3) A Tranche of Notes may be listed on the Interest Rate Market of the JSE. Unlisted Notes may also be issued under the Programme. Unlisted Notes are not regulated by the JSE. The Pricing Supplement will specify whether or not a Tranche of Notes will be listed or unlisted.

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(4) The holders of Notes that are not listed on the Interest Rate Market of the JSE will have no recourse against the JSE and/or the BESA Guarantee Fund. Claims against the BESA Guarantee Fund may only be made in respect of the trading of Notes listed on the Interest Rate Market of the JSE and in accordance with the rules of the BESA Guarantee Fund.

3.2 Registered Notes

(1) Notes issued in uncertificated form

Each Tranche of Notes which is listed on the Interest Rate Market of the JSE and each Tranche of unlisted Notes will be issued in registered uncertificated form in terms of section 37 of the Securities Services Act, and will be held in the CSD. Notes issued in uncertificated form will not be represented by any certificate or written instrument.

(2) Beneficial Interests in Notes held in the CSD

All Notes which are held in the CSD will be held subject to the Securities Services Act and the Applicable Procedures. All amounts to be paid and all rights to be exercised in respect of Notes held in the CSD will be paid to and may be exercised only by the CSD’s Nominee for the holders of Beneficial Interests in such Notes.

(3) Notes represented by Individual Certificates

A holder of a Beneficial Interest shall only be entitled to exchange such Beneficial Interest for Notes represented by an Individual Certificates in accordance with Condition 11.1.

4 TITLE

4.1 Notes issued in uncertificated form

The CSD’s Nominee will be named in the Register as the registered Noteholder of each Tranche of Notes which is issued in uncertificated form and held in the CSD.

4.2 Beneficial Interests in Notes held in the CSD

(1) While a Tranche of Notes is held in its entirety in the CSD, the CSD’s Nominee will be named in the Register as the sole Noteholder of the Notes in that Tranche.

(2) Beneficial Interests which are held by CSD Participants will be held directly through the CSD, and the CSD will hold such Beneficial Interests, on behalf of such CSD Participants, through the central securities accounts maintained by the CSD for such CSD Participants.

(3) Beneficial Interests which are held by clients of CSD Participants will be held indirectly through such CSD Participants, and such CSD Participants will hold such Beneficial Interests, on behalf of such clients, through the securities accounts maintained by such CSD Participants for such clients. The clients of CSD Participants may include the holders of Beneficial Interests or their custodians. The clients of CSD Participants, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Notes held by them in the CSD only through their CSD Participants.

(4) In relation to each person shown in the records of CSD or the relevant CSD Participant, as the case may be, as the holder of a Beneficial Interest in a particular Outstanding Principal Amount of Notes, a certificate or other document issued by CSD or the relevant CSD Participant, as the case may be, as to the aggregate Outstanding Principal Amount of such Notes standing to the account of such person shall be prima facie proof of such Beneficial Interest, and each such person shall be treated by the Issuer, each of the Guarantors, the Transfer Secretary, the Representative, the Paying Agent and the relevant CSD Participant as the holder of that aggregate Outstanding Principal Amount of such Notes for all purposes, other than with respect of the payment of principal on such Notes, for which latter purpose the CSD’s Nominee (as the registered holder of such Notes named in the Register) shall be treated by the Issuer, each of the Guarantors, the Transfer Secretary, the Representative, the Paying Agent and the relevant CSD Participant as the holder of such Notes in accordance with, and subject to, the Terms and Conditions.

(5) Beneficial Interests in Notes may be transferred only in accordance with the Applicable Procedures. Such transfers will not be recorded in the Register and the CSD's Nominee will continue to be reflected in the Register as the registered holder of such Notes, notwithstanding such transfers.

(6) Any reference in the Terms and Conditions to the relevant CSD Participant shall, in respect of a Beneficial Interest, be a reference to the CSD Participant appointed to act as such by the holder of such Beneficial Interest.

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4.3 Notes represented by Individual Certificates

(1) Each holder of Notes represented by an Individual Certificate will be named in the Register as the registered holder of such Notes.

(2) Title to Notes represented by an Individual Certificate will pass upon registration of transfer in the Register in accordance with Condition 12.2.

4.4 Register

The Issuer, each of the Guarantors, the Paying Agent, the Representative and the Transfer Secretary shall recognise a Noteholder as the sole and absolute owner of the Notes registered in that Noteholder’s name in the Register (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) and none of the Issuer, the Guarantors, the Paying Agent, the Transfer Secretary or the Representative shall be bound to record any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Note may be subject.

5 STATUS

The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank and will rank pari passu without any preference or priority amongst themselves and (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer.

6 GUARANTEE

6.1 The Guarantors have irrevocably and unconditionally, jointly and severally, guaranteed to the Noteholders due and punctual payment by the Issuer of any moneys payable by the Issuer to the Noteholders in respect of the Notes, in the manner and subject to the terms of the Guarantee.

6.2 The obligations of each Guarantor under the Guarantee constitute unconditional and unsecured obligations of that Guarantor and rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of that Guarantor.

6.3 The Representative will act as the representative of the Noteholders In respect of the Notes, in accordance with the Representative Agreement.

7 REDEMPTION AND PURCHASE

7.1 Redemption on the Maturity Date

Unless previously redeemed or purchase and cancelled as specified below, each Note will, subject to the Terms and Conditions, be redeemed by the Issuer at its Principal Amount on the Maturity Date.

7.2 Redemption for Tax Reasons

(1) All (and not only some) of the Note in any Tranche may be redeemed at the option of the Issuer, at any time, on giving not less than 30 days’ but not more than 60 days’ notice to Noteholders in accordance with Condition 17; provided that the Issuer or the Guarantors shall provide to the Representative an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such form to be a firm, to which the Representative shall have a reasonable objection) (the Relevant Opinion) to the effect that there is a substantial likelihood that the Issuer or the Guarantors, as the case may be, would be required to pay additional amounts in accordance with Condition 10 or the Guarantee, as the case may be, or under any additional or substitute undertaking given pursuant to the Representative Agreement, upon the next due date for a payment in respect of such Notes by reason of:

(a) any actual or proposes change in or amendment to the laws, regulations or rulings of South Africa or the United Kingdom or The Netherlands or any political sub0division or authority thereof or therein having power to tax; or

(b) any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or

(c) any actual or proposes change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which South Africa or the United Kingdom or The Netherlands is or is to be a party,

which change, amendment or execution becomes effective, or proposal is made, on or after the Issue Date or any earlier date specified for this purpose in the Pricing Supplement.

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(2) From the date of publication of any notice of redemption pursuant to this Condition 7.2, the Issuer shall make available at its Specified Office, for inspection by any Noteholder of Notes to be so redeemed, (i) a certificate signed by two authorised signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem having occurred, and (ii) a copy of the Relevant Opinion.

(3) Notes redeemed for tax reasons pursuant to this Condition 7.2 will be redeemed at the Early Redemption Amount.

7.3 Early Redemption Amount

For purposes of Condition 7.2 and (subject to Condition 13) Condition 12, those Notes in a Tranche which are redeemed in terms of Condition 7.2 or (subject to Condition 13) Condition 12, as the case may be (the Early Redemption Notes) will be redeemed at an aggregate amount (the Early Redemption Amount) calculated as follows:

where:

ERA = the aggregate Early Redemption Amount payable in respect of the Early Redemption Notes;

IP = the aggregate Issue Price of the Early Redemption Notes;

AY = the Accrual Yield specified (as a percentage) as such in the Pricing Supplement relating to that Tranche;

D = the number of days elapsing between the Issue Date and the Early Redemption Date of the Early Redemption Notes (excluding the Issue Date and the Early Redemption Date);

DM = the number of days elapsing between the Issue Date and the Maturity Date of the Early Redemption Notes (excluding the Issue Date and the Maturity Date).

7.4 Purchase

The Issuer and any Group Company may at any time purchase Notes at any price in the open market or otherwise. In the event of the Issuer purchasing Notes, such Notes may (subject to the restriction of any Applicable Law) be held, resold or, at the option of the Issuer, cancelled.

7.5 Cancellation

All Notes which are redeemed or purchased and, at the option of the Issuer, cancelled, will forthwith be cancelled, and the Individual Certificate(s) (if any) representing such Notes shall be surrendered to the Transfer Secretary for cancellation. The Transfer Secretary will notify the CSD and the JSE of any cancellation, partial redemption or redemption of the Notes so that such entities can record the reduction in the aggregate Outstanding Principal Amount of the Notes in issue. Where only a portion of the Notes represented by an Individual Certificate is redeemed, the Transfer Secretary will make a new Individual Certificate representing the balance of such Notes, available for collection by the Noteholder of such Notes, at the Transfer Secretary’s Specified Office or, at the risk of such Noteholder, send such Individual Certificate by mail to such address as such Noteholder may request.

7.6 Applicable Procedures

The redemption and partial redemption of Beneficial Interests shall take place in accordance with the Applicable Procedures and the Securities Services Act.

8 LATE PAYMENT

8.1 If payment of the principal payable in respect of any Note in a Tranche on the Redemption Date is improperly withheld or refused, such Note (the Late Redemption Note) will be redeemed at the amount (the Late Redemption Amount) calculated as follows:

where:

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LRA = the Late Redemption Amount payable in respect of the Late Redemption Note;

IP = the Issue Price of the Late Redemption Note;

AY = the Accrual Yield specified (as a percentage) as such in the Pricing Supplement relating to that Tranche;

D = the number of days elapsing between the Issue Date and the Late Redemption Date of the Late Redemption Note (excluding the Issue Date and the Late Redemption Date);

DM = the number of days elapsing between the Issue Date and the Maturity Date of the Late Redemption Note (excluding the Issue Date and the Maturity Date).

8.2 For purposes of the Terms and Conditions, Late Redemption Date means the earlier of (i) the date on which all the full amount of such overdue principal in respect of the Late Redemption Note has been paid to the relevant Noteholder, and (ii) the date on which the full amount of such overdue principal has been received by the Paying Agent and notice to that effect has been given to the Noteholder in accordance with Condition 17.

9 PAYMENTS

9.1 General

(1) Only Noteholders named in the Register at 17h00 (South African time) on the relevant Last Day to Register shall be entitled to payments of amounts due and payable in respect of the Notes.

(2) All payments of principal on the Notes shall be made by the Paying Agent, on behalf of the Issuer or the Guarantors, as the ease may be, on the terms and conditions of the Paying Agency Agreement.

(3) The principal on the Notes shall he paid by the Paying Agent, on behalf of the Issuer or the Guarantors, as the case may be, on the Redemption Date; provided that notwithstanding anything to the contrary contained in the Terms and Conditions, if the Redemption Date, is not a Business Day, Noteholders shall not be entitled to payment until the next Business Day following the Redemption Date, or to any additional interest or other sums in respect of such postponed payment.

(4) Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, subject to Condition 10.

(5) Any reference in the Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable, the Final Redemption Amount, the Early Redemption Amount, the Late Redemption Amount and any additional amounts which may be payable with respect to principal under Condition 10.

9.2 Method of Payment

(1) The Paying Agent shall, on behalf of the Issuer or the Guarantors, as the case maybe, pay all amounts due and payable in respect of any Notes:

(a) in the case of Notes which are held in the CSD, in immediately available and freely transferable funds, in ZAR, by electronic funds transfer to the bank account of the CSD’s Nominee, as the registered Noteholder of such Notes, which will in turn transfer such funds, via the CSD Participants, to the holders of Beneficial Interests in such Notes;

(b) in the case of Note(s) which are represented by an Individual Certificate, in immediately available and freely transferable funds, in ZAR, by electronic funds transfer, to the bank account of the person named as the registered Noteholder of such Notes in the Register or, in the case of joint registered Noteholders, the bank account of the first one of them named in the Register in respect of such Notes; provided that if several persons are entered into the Register as joint registered Noteholders of such Notes then, without affecting the previous provisions of this Condition 9, payment to any one of them shall be an effective and complete discharge by the Issuer of the amount so paid, notwithstanding any notice (express or otherwise) which the Paying Agent and/or the Issuer may have of the right, title, interest or claim of any other person to or in any such Notes.

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(2) Neither the Issuer nor the Guarantors nor the Paying Agent shall be responsible for the loss in transmission of any such funds, and payment of any amount into the bank account referred to in sub-paragraph (a) or sub-paragraph (b), as the case may be, in accordance with Condition 9.2(1), shall be satisfaction pro tanto, to the extent of such amount, of the Issuer’s obligations to the Noteholders under the relevant Notes and the applicable Terms and Conditions or the Guarantors’ obligations to the Noteholders under the Guarantee, as the case may be.

9.3 Beneficial Interests

(1) Following payment to the CSD’s Nominee of amounts due and payable in respect of Notes which are held in the CSD pursuant to Condition 9.2(1)(a), the relevant funds will be transferred by the CSD’s Nominee, via the CSD Participants, to the holders of Beneficial Interests in such Notes.

(2) Each of the persons named in the records of the CSD or the relevant CSD Participant, as the case may be, as the holders of Beneficial Interests in Notes shall look solely to the CSD or the relevant CSD Participant, as the case may be, for such person's share of each payment so made by the Paying Agent, on behalf of the Issuer or the Guarantors, as the case may be, to or for the order of the CSD’s Nominee (as the registered Noteholder of such Notes).

(3) Neither the Paying Agent nor the Issuer nor any of the Guarantors will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Beneficial Interests, or for maintaining, supervising or reviewing any records relating to Beneficial Interests.

(4) Payments of amounts due and payable in respect of Beneficial Interests in Notes will be recorded by the CSD’s Nominee, as the registered Noteholder of such Notes, distinguishing between principal and other amounts payable in respect of such Notes, and such record of payments shall be prima facie proof of such payments.

9.4 Surrender of Individual Certificates

(1) Payments of principal in respect of any Note(s) which is/are represented by Individual Certificate(s) shall be made to the Noteholder(s) of such Note(s) only if, prior to the Redemption Date, such Individual Certificate(s) shall have been surrendered to the Transfer Secretary (at its Specified Office).

(2) If the relevant Individual Certificate is not surrendered to the Transfer Secretary (at its Specified Office) in accordance with Condition 9.4(1), the amount of principal payable to the Noteholder of the Note(s) represented by that Individual Certificate shall be retained by the Paying Agent for such Noteholder, at the latter’s risk, until that Individual Certificate shall have been surrendered to the Transfer Secretary (at its Specified Office), and such Noteholder will not be entitled to any interest and/or other payments in respect of any delay in payment occasioned as a result of such failure to surrender such Individual Certificate.

9.5 Payments by Cheque

(1) If the Paying Agent, on behalf of the Issuer or the Guarantors, as the case may be, is prevented or restricted directly or indirectly from making any payment by electronic funds transfer in accordance with the preceding paragraphs of this Condition 9 (whether by reason of strike, lock-out, fire, explosion, flood, riot, war, accident, act of Gad, embargo, legislation, shortage of or breakdown in facilities, civil commotion, unrest or other disturbance, cessation of labour, Government interference or control or any other cause or contingency beyond the control of the Paying Agent), such inability to make payment will not constitute an Event of Default and the Paying Agent, on behalf of the Issuer or the Guarantors, as the case may be, shall make such payment by cheque (or by such number of cheques as may be required in accordance with applicable banking law and practice).

(2) All moneys so payable by cheque shall be sent by post, at the risk of the relevant Noteholder, to the address of the relevant Noteholder of Notes set forth in the Register or, in the case of joint Noteholders of Notes, the address set forth in the Register of that one of them who is first named in the Register in respect of such Notes.

(3) Each such cheque shall be made payable to or for the order of the relevant Noteholder or, in the case of joint Noteholders of Notes, the first one of them named in the Register. Cheques may be posted by ordinary post, provided that neither the Issuer nor any of the Guarantors nor the Paying Agent shall be responsible for any loss, including without limitation any loss due to theft or fraud, in transmission and the postal authorities shall be deemed to be the agent of the relevant Noteholders for the purposes of all cheques pasted in terms of this Condition 9.5.

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(4) Payment by cheque sent in terms of this Condition 9.5 shall be a complete discharge by the Issuer or the Guarantors, as the case may be, of the amount of the cheque. The relevant Noteholders shall not be entitled to any interest or other payment in respect of any delay in payment of any amount in respect of the relevant Notes resulting from a cheque mailed in accordance with this Condition 9.5 arriving after the due date for such payment or being lost in the mail.

10 TAXATION

10.1 All payments of principal (and interest amounts, if applicable) in respect of the Notes by the Issuer will be made without withholding or deduction for, or on account of, any Taxes imposed or levied by, or on behalf of, South Africa, or any political sub-division or any authority in South Africa having power to tax, unless such withholding or deduction is required by South African law (including any applicable double taxation agreement to which South Africa is a Party).

10.2 The payment of any Taxes by the Issuer or the Guarantors, as the case may be, as an agent or representative taxpayer for a Noteholder shall not constitute a withholding or deduction for the purposes of this Condition 10.

10.3 In the event of any such withholding or deduction being required by South African law in respect of Taxes imposed or levied on principal payments (or interest payments, if applicable) in respect of the Notes, the Issuer will pay such additional amounts as are necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the respective amounts of principal (and interest amounts, if applicable) which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; provided that no such additional amounts shall be payable with respect to any Note:

(1) to or on behalf of a Noteholder who is subject to such Taxes in respect of such Note by reason of his having some connection with South Africa other than the mere holding of such Note; or

(2) where payment of principal (or interest amounts, if applicable) in respect of such Note is conditional on presentment or surrender of the relevant Individual Certificate, and the relevant Individual Certificate is presented or surrendered more than 30 days after the Relevant Date except to the extent that the relevant Noteholder would have been entitled to such additional amounts on presenting or surrendering the relevant Individual Certificate on such thirtieth day; or

(3) held by or on behalf of a Noteholder who is eligible to avoid such withholding or deduction by complying with any statutory requirement (whether by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority or otherwise); or

(4) in respect of any withholding or deduction required to be made by any Paying Agent from any principal payments (or interest payments, if applicable) in respect of such Note if such payment can be made without withholding or deduction by any other Paying Agent; or

(5) if such withholding or deduction is in respect of Taxes imposed or levied on principal payments (or interest payments, if applicable) in respect of such Note only by virtue of the inclusion of such payments in the Taxable Income or Taxable Gain of the relevant Noteholder; or

(6) if such withholding or deduction arises through the exercise by revenue authorities of special powers in respect of tax defaulters; or

(7) any combination of (1) to (6).

10.4 In the event of Enforcement of the Guarantee, if any such withholding or deduction is required by United Kingdom law or The Netherlands law, as the case may be, (including any double taxation) agreement to which the United Kingdom or The Netherlands, as the use may be, is a party), the Guarantors will, jointly and severally, pay such additional amounts as at necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; provided that no such additional amounts shall be payable by the Guarantors with respect to any Note in any of the circumstances set out in sub-paragraphs (a) to (g) inclusive of paragraph (iii) of the Guarantee.

10.5 For purposes of South African tax the referred to in this Condition I0:

(1) Relevant Date means, in respect of a Tranche of Notes, the first date on which (i) the full amount due in respect of such Tranche of Notes has been received by the CSD’s Nominee and (ii) the full amount due in respect of such Tranche of Notes has been paid to the relevant Noteholders;

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(2) Taxable Gain means “taxable capital gain” as defined in paragraph 1 of Schedule 8 to the Income Tax Act;

(3) Taxable Income means “taxable income” as defined in section 1 of the Income Tax Act.

10.6 Any reference in the Terms and Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may payable under the applicable Terms and Conditions or under any undertakings given in addition to, or in substitution for, the applicable Terms and Conditions.

11 EXCHANGE OF BENEFICIAL INTERESTS AND REPLACEMENT OF INDIVIDUAL CERTIFICATES

11.1 Exchange of Beneficial Interests

(1) The holder of a Beneficial Interest in Notes may, in terms of the Applicable Procedures and subject to section 44 of the Securities Services Act, by written notice to the holder’s nominated Participant (or, if such holder is a CSD Participant, the CSD), request that such Beneficial Interest be exchanged for Notes in definitive form represented by an Individual Certificate (the Exchange Notice). The Exchange Notice shall specify (a) the name, address and bank account details of the holder of the Beneficial Interest and (b) the day on which such Beneficial Interest is to be exchanged for an Individual Certificate; provided that such day shall be a Business Day and shall fall not less than 30 (thirty) calendar days after the day on which such Exchange Notice is given.

(2) The holder’s nominated CSD Participant will, following receipt of the Exchange Notice, through the CSD, notify the Transfer Secretary that it is required to exchange such Beneficial Interest for Notes represented by an Individual Certificate. The Transfer Secretary will, as soon as is practicable but within 14 (fourteen) days after receiving such notice, in accordance with the Applicable Procedures, procure that an Individual Certificate is prepared, authenticated and made available for delivery, on a Business Day falling within the aforementioned 14 day period, to the CSD Participant acting on behalf of the holder of the Beneficial Interest in respect of the conversion at the Specified Office of the Transfer Secretary; provided that joint holders of a Beneficial Interest shall be entitled to receive only one Individual Certificate in respect of that joint holding, and the delivery to one of those joint holders shall be delivery to all of them.

(3) Registered Notes are issued in uncertificated form and, in order to effect the exchange of a Beneficial Interest in any Notes (a) the CSD’s Nominee will surrender (through the CSD system) such Notes to the Transfer Secretary at its Specified Office and (b) the Transfer Secretary willobtain the release of such Notes from the CSD in accordance with the Applicable Procedures.

(4) An Individual Certificate shall, in relation to a Beneficial Interest in any number of Notes of a particular aggregate Principal Amount standing to the account of the holder thereof, represent that number of Notes of that aggregate Principal Amount, and shall otherwise be in such form as may be agreed between the Issuer and the Transfer Secretary; provided that if such aggregate Principal Amount is equivalent to a fraction of ZAR1,000,000 or a fraction of any multiple of ZAR1,000,000, such Individual Certificate shall be issued in accordance with, and be governed by, the Applicable Procedures.

11.2 Replacement

If any Individual Certificate is worn out, mutilated, defaced, stolen, destroyed or lost it may be replaced at the Specified Office of the Transfer Secretary, on payment by the claimant of such costs and expenses as may be incurred in connection therewith and the provision of such indemnity as the Issuer and the Transfer Secretary may reasonably require. Mutilated or defaced Individual Certificates must be surrendered at the Specified Office of the Transfer Secretary before replacements will be issued.

11.3 Death and sequestration or liquidation of Noteholder

Any person becoming entitled to Notes in consequence of the death or sequestration or liquidation of the holder of such Notes may, upon producing such evidence that he holds the position in respect of which be proposes to act under this Condition 11.4 or of his title as the Issuer, the Issuer and the Transfer Secretary may require, be recorded himself as the holder of such Notes or, subject to the Applicable Procedures, this Condition 11.4 and Condition 12, may transfer such Notes. The Issuer and (if applicable) the CSD and the relevant CSD Participant shall he entitled to retain any amount payable upon the Notes to which any person is so entitled until such person shall be registered as aforesaid or shall duly transfer the Notes.

11.4 Costs

The costs and expenses of the printing, issue and delivery of each Individual Certificate and all Taxes and governmental charges or insurance charges that may be imposed in relation to such Individual

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Certificate and/or the printing, issue and delivery of such Individual Certificate shall be borne by the holder of the Notes represented by that Individual Certificate. Separate costs and expenses relating to the provision of Individual Certificates and/or the transfer of Notes may be levied by other persons, such as CSD Participant, under the Applicable Procedures, and such costs and expenses shall not be borne by the Issuer.

12 TRANSFER OF NOTES

12.1 Transfer of Beneficial Interests in Notes held in the CSD

(1) Beneficial Interests may be transferred only in accordance with the Applicable Procedures through the CSD.

(2) Transfers of Beneficial Interests among CSD Participants occur by electronic book entry in the central securities accounts maintained by the CSD for the CSD Participants, in accordance with the Applicable Procedures. Transfers of Beneficial Interests to and from clients of CSD Participants occur by electronic book entry in the securities accounts maintained by the CSD Participants for their clients, in accordance with the Applicable Procedures.

(3) Transfers of Beneficial Interests in Notes will not be recorded in the Register and the CSD’s Nominee will continue to be reflected in the Register as the Noteholder of such Notes notwithstanding such transfers.

12.2 Transfer of Notes represented by Individual Certificates

(1) In order for any transfer of Notes represented by an Individual Certificate to be recorded in the Register, and for such transfer to be recognised by the Issuer:

(a) the transfer of such Notes must be embodied in a Transfer Form;

(b) the Transfer Form must be signed by the registered Noteholder of such Notes and the transferee, or any authorised representatives of that registered Noteholder or transferee;

(c) the Transfer Form must be delivered to the Transfer Secretary at its Specified Office together with the Individual Certificate representing such Notes for cancellation.

(2) Notes represented by an Individual Certificate may only be transferred, in whole or in part, in amounts of not less than ZAR1,000,000 (or any multiple of ZAR1,000,000).

(3) Subject to this Condition 12.2, the Transfer Secretary will, within 3 (three) Business Days of receipt by it of a valid Transfer Form (or such longer period as may be required to comply with any Applicable Laws and/or Applicable Procedures), record the transfer of Notes represented by an Individual Certificate (or the relevant portion of such Notes) in the Register, and authenticate and deliver to the transferee at the Transfer Secretary’s Specified Office or, at the risk of the transferee, send by mail to such address as the transferee may request, a new Individual Certificate in respect of the Notes transferred reflecting the Outstanding Principal Amount of the Notes transferred.

(4) Where a Noteholder has transferred a portion only of Notes represented by an Individual Certificate, the Transfer Secretary will authenticate and deliver to such Noteholder at the Transfer Secretary’s Specified Office or, at the risk of such Noteholder, send by mail to such address as such Noteholder may request, at the risk of such Noteholder, a new Individual Certificate representing the balance of the Notes held by such Noteholder.

(5) The transferor of any Notes represented by an Individual Certificate will be deemed to remain the owner thereof until the transferee is registered in the Register as the holder thereof.

(6) Before any transfer of Notes represented by an Individual Certificate is registered in the Register, all relevant transfer Taxes (if any) must have been paid by the transferor and/or the transferee and such evidence must be furnished as the Issuer and the Transfer Secretary may reasonably require as to the identity and title of the transferor and the transferee.

(7) No transfer of any Notes represented by an Individual Certificate will be registered during the Books Closed Period.

(8) If a transfer of any Notes represented by an Individual Certificate is registered in the Register, the Transfer Form and cancelled Individual Certificate will be retained by the Transfer Secretary.

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13 EVENTS OF DEFAULT

13.1 Events of Default

(1) An Event of Default shall arise if any one or mote of the following events or circumstances shall have occurred and be continuing in relation to a Tranche of Notes:

(a) the Issuer fails to pay any amount due and payable under the Notes and the failure to pay has continued for more than 15 days following the service on the Issuer of a written notice requiring that failure to be remedied;

(b) the Issuer fails to perform or observe any of its other obligations under the Notes and such failure has continued for more than 30 days following the service on the Issuer of a written notice requiring that failure to he remedied; or

(c) the granting of an order by any competent court or authority for the liquidation, dissolution, winding-up or judicial management of the Issuer or each of the Guarantors, whether provisionally (and not dismissed or withdrawn within 30 days thereof) or finally, or the placing of the Issuer or each of the Guarantors under voluntary liquidation; provided that no liquidation, dissolution, winding up, or judicial management shall constitute an Event of Default if the liquidation, dissolution, winding-up or judicial management is for purposes of effecting a merger, amalgamation, demerger, consolidation, reorganisation or other similar arrangement (i) within the Unilever Group, or (ii) the terms of which were approved by the Representative or an Extraordinary Resolution of Noteholders before the date of liquidation, dissolution, winding-up or judicial management; or

(d) proceedings are initiated against the issuer pursuant to which an encumbrancer takes possession of the whole or a Substantial Part of the undertaking or assets of the Issuer or an execution or attachment or other process is levied, enforced upon, sued out or put in force against the whole or a Substantial Part of the undertaking or assets of the Issuer, and is not discharged within thirty days; or

(e) for any reason the Guarantee in respect of the Notes ceases to be in full force and effect; or

(f) (i) any indebtedness in respect of borrowed money (amounting in aggregate principal remount to not less than US$50,000,000 or the equivalent thereof in any other currency or currencies) of the Issuer becomes prematurely repayable as a result of a default under the terms thereof, or (ii) the Issuer defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$50,000,000 or the equivalent thereof in any other currency or currencies) at the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by the Issuer in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$50,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking Into account any applicable grace period therefor) save where the Representative is satisfied that liability under such guarantee or indemnity is being contested in good faith.

(2) For the purposes of paragraph (d) above the expression Substantial Part means a part whose value is equal to or greater than 25% of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of the Issuer that, in their opinion, (i) the amounts shown in a certificate provided by the Issuer (showing the fixed assets and current assets of the relevant part and those fixed assess and current assets expressed as a percentage of the fired assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated shall, in the absence or manifest error, be prima facie evidence of the matters to which it relates.

13.2 Action upon Event of Default

(1) If an Event of Default occurs and is continuing, the Issuer, upon becoming aware of an Event of Default having occurred, shall forthwith inform the Paying Agent, the Representative and each

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of the Guarantors and, if any Notes are listed on the Interest Rate Market of the JSE, the JSE and the CSD in writing thereof.

(2) The Representative shall not be required to take any steps to ascertain whether any Event or Default shall have occurred and, until the Representative has actual knowledge or has been served with express notice thereof, it shall be entitled to assume that no such Event of Default has occurred.

14 ENFORCEMENT

14.1 Upon receipt by the Representative of notice from the Issuer of any Event of Default, or upon the Representative itself becoming aware that any Event of Default has occurred and is continuing, the Representative shall promptly give notice thereof to the Noteholders in accordance with Condition 17.

14.2 Only the Representative may enforce the provisions of the Notes, the Guarantee and the Representative Agreement, and no Noteholder shall be entitled to proceed directly against the Issuer and/or the Guarantors (and, without limiting the generality of the foregoing, no Noteholder shall be entitled to make any demand against the Issuer and/or the Guarantors for payment under the Notes or the Guarantee, or accelerate or demand from the Issuer and/or the Guarantors early payment of principal in respect of the Notes or institute any legal proceedings against the Issuer and/or the Guarantors for the enforcement of the Notes or the Guarantee) unless the Representative, having become bound so to proceed in terms of the Representative Agreement, fails to do so within 50 days of the occurrence of the relevant Event of Default and such failure is continuing.

14.3 Upon receipt by the Representative of notice from the Issuer of an Event of Default contemplated in Condition 13.1(a), or upon the Representative itself becoming aware that an Event of Default contemplated in Condition 13.1(a) has occurred and is continuing, the Representative shall (unless otherwise instructed by an Extraordinary Resolution of the Noteholders), within 5 Business Days of so becoming aware of such Event of Default, by written notice to the Issuer and each of the Guarantors, demand payment, forthwith, from the Guarantors, of all amounts due and payable by the Guarantors in terms of the Guarantee.

14.4 Upon receipt by the Representative of notice from the Issuer of any Event of Default contemplated in Condition 13.1(b), (c), (d), (e) or (f), or upon the Representative itself becoming aware that any Event of Default contemplated in Condition I3.1(b), (c), (d), (c) or (f) has occurred and is continuing, the Representative may, at its discretion, (i) declare by written notice to the Issuer and each of the Guarantors that the Notes are immediately repayable on the Early Redemption Date stipulated as such in such notice (whereupon the Notes shall become immediately repayable) and (ii) without further notice, institute such proceedings against the Issuer and the Guarantors as it may think fit to enforce repayment of the Notes and to enforce the provisions of the Representative Agreement; provided that, if so directed by an Extraordinary Resolution of the Noteholders (and provided that the Representative shall have been indemnified or received security to its satisfaction), the Representative shall be obliged to make the declaration referred to in (i) above and institute any appropriate enforcement proceedings against the Issuer and the Guarantors at the direction of the Noteholders.

14.5 Upon receipt of the written notice of demand from the Representative, the Guarantors shall forthwith, jointly and severally, pay all amounts due and payable under the Guarantee to the Paying Agent, in accordance with the instructions of the Representative, on the terms of the Representative Agreement. The Paying Agent shall, following receipt of (i) any moneys from the Guarantors and (ii) instructions from the Representative specifying the manner in which such moneys are to be disbursed to the Noteholders, pay such moneys, on behalf of the Guarantors, to the Noteholders, in accordance with such instructions, on the terms of the Paying Agency Agreement, and mutatis mutandis in accordance with Condition 9.

14.6 None of the Guarantors shall be responsible for the loss in transmission of any funds paid by the Paying Agent to the Noteholders and payment by the Guarantors to the Paying Agent, in accordance with the instructions of the Representative, on the terms of the Representative Agreement, shall pro tanto cure the relevant default of the Issuer and shall be satisfaction pro tanto of each of the Guarantor’s obligations under the Guarantee.

15 REGISTER

15.1 The Register shall be kept at the Specified Office of the Transfer Secretary. The Register shall contain the names, addresses, and bank account details of the registered Noteholders. The Register shall set out the number of Notes issued to such registered Noteholders and the Principal Amount thereof, and shall show the date of Issue Date and the date/s upon which such registered Noteholders became registered as such. The Register shall set out the number of Notes transferred to a registered Noteholder and the Outstanding Principal Amount thereof, and shall show the date of transfer and the date upon which such registered Noteholder became registered as such. The Register shall record the number of Notes Outstanding and the serial number of each Individual Certificate issued. The Register shall be

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open for inspection during the normal business hours of the Transfer Secretary to any Noteholder or any person authorised in writing by any Noteholder. None of the Issuer, the Guarantors, the Paying Agent, the Transfer Secretary or the Representative shall be bound to record any trust in the Register or to take notice of or to accede to the execution of any trust (whether express, implied or constructive) to which any Note may be subject.

15.2 The Register shall be closed during the Books Closed Period.

15.3 The Transfer Secretary shall alter the Register in respect of any change of name, address or bank account details of any of the registered Noteholders of which the Transfer Secretary is notified; provided that the Register will only be amended to reflect a transfer of Notes represented by Individual Certificates if such transfer is carried out in accordance with Condition 12.2.

15.4 No holder of a Beneficial Interest or any other beneficial owner of any Note shall be ended to apply for rectification of the Register to reflect such person as the Noteholder in respect of the relevant Note and it shall be a condition of the acquisition of such Beneficial Interest or beneficial ownership that no right of rectification as such shall exist.

16 TRANSFER SECRETARY, PAYING AGENT AND REPRESENTATIVE

16.1 The issuer (with the written consent of the Guarantors) is entitled to vary or terminate the appointment of the Transfer Secretary, and the Issuer and the Guarantors are entitled to vary or terminate the appointment of the Paying Agent and/or appointment of other agents, in which event that other entity, on execution of an appropriate agreement or the relevant accession letter, as the case may be, shall serve in that capacity in respect of the Notes; provided that there will at all limes be a Transfer Secretary and a Paying Agent with a Specified Office in such place as may be required by the Applicable Procedures. The Issuer shall notify the Noteholders (in the manner set out in Condition 17) of any such appointment and, if any Notes are listed on the Interest Rate Market of the JSE, the Issuer shall notify the JSE of any such appointment.

16.2 The Transfer Secretary and the Paying Agent act solely in such capacities as the agent of the Issuer and, in the case of the Paying Agent (following the Enforcement of the Guarantee), the Guarantors, and do not assume any obligation towards or relationship of agency or trust for or with any Noteholders.

16.3 Maitland Trustees (Proprietary) Limited or its successor shall serve as the Representative and act as the representative of the Noteholders in terms of the Representative Agreement. The Issuer and the Guarantors may terminate the appointment of the Representative and appoint another entity as Representative, in which event that other entity, on execution of an accession letter substantially in the form of annexure B to the Representative Agreement, shall serve as Representative in respect of the Notes and the Guarantee; provided that there will at all times be a Representative with a Specified Office in such place as may be required by the Applicable Procedures.

17 NOTICES

17.1 Notice to Noteholders

(1) All notices (including all demands or requests under the Terms and Conditions) to Noteholders shall be in writing and shall:

(a) be sent by registered mail to the respective postal addresses appearing in the Register or delivered by hand to the respective addresses of Noteholders appearing in the Register; and

(b) be published in an English language daily newspaper of general circulation in South Africa; and

(c) for so long as the Notes are listed on the Interest Rate Market of the JSE, be published in a daily newspaper of general circulation in Johannesburg or on any electronic news service of general distribution.

(2) Subject to Condition 17.1(3), a notice given to Noteholders in terms of Condition 17.1(1) shall be deemed to have been received by the Noteholders on the date on which that notice is first published in the daily newspaper of general circulation in South Africa contemplated in Condition 17.1(1)(b).

(3) Notwithstanding the provisions of Condition 17.1(1), for so long as all of the Notes in a Tranche of Notes are held in their entirety in the CSD, there may be substituted for the notice contemplated in Condition 17.1(1) the delivery by hand of the relevant notice to the CSD’s Nominee (as the registered holder of such Notes), the CSD Participants and the JSE for communication by the CSD’s Nominee and the CSD Participants to the holders of Beneficial

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Interests in such Notes. Each such notice will be deemed to have been received by the holders of Beneficial Interests on the day of such delivery by hand to the CSD’s Nominee.

(4) In addition to the applicable notice requirements set out in this Condition 17.1 above, all notices of meetings of all of the Noteholders or the relevant Group/s of Noteholders (as applicable) shall be published on SENS.

(5) A copy of all notices to Noteholders shall simultaneously be given to the Representative and the Guarantors at their respective Specified Offices.

17.2 Notice by Noteholders

(1) All notices (including all demands or requests under the Terms and Conditions) to be given by any holder of Notes represented by an Individual Certificate to the Issuer and/or the Representative shall be in writing and given by registered troll or delivering the notice, by hand or by registered post, together with a certified copy of the relevant Individual Certificate, to the Specified Office/s of the Issuer and/or the Representative. Each such notice shall be deemed to have been received by the Issuer and/or the Representative, if delivered to the Specified Office/s of the Issuer and/or the Representative, on the date or delivery and, if sent by registered mail, on the seventh day after the day on which it is sent.

(2) All notices to be given by any holder of a Beneficial Interest in Notes to the Issuer and/or the Representative shall be in writing and given by such holder through such holder's CSD Participant, in accordance with the Applicable Procedures, and in such manner as the Issuer and the relevant CSD Participant may approve in writing for this purpose.

18 AMENDMENT AND WAIVER

18.1 The Issuer and the Guarantors may effect, without the consent of the Noteholders or the Representative, any amendment of any of the applicable Terms and Conditions of any Tranche of Notes and/or any of the Terms and Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or is necessary to comply with mandatory provisions of the law of South Africa (including, without limitation, the Applicable Procedures, the JSE Rules and the JSE Debt Listings Requirements) or is otherwise provided for in the Representative Agreement, subject (where required) to the approval of the JSE.

18.2 The Representative may agree, without the consent of the Noteholders, to the waiver or authorisation or condonation, on such terms and conditions as the Representative may think fit, of any breach or proposed breach by the Issuer of any of the Terms and Conditions which, in the opinion of the Representative, is not materially prejudicial to the interests of any Noteholders. The Representative may also determine that any event which would or might otherwise constitute an Event of Default shall not do so; provided that, in the opinion of the Representative, such event is not materially prejudicial to the interests of any Noteholders.

18.3 Any such amendment, waiver, authorisation, condonation or determination shall be binding on the Noteholders, and the Representative shall notify the Noteholders of such amendment, waiver, authorisation, condonation or determination as soon as practicable thereafter in accordance with Condition 17.

18.4 Save as provided in the proceeding paragraphs of this Condition 18, no amendment of any of the applicable Terms and Conditions of any Tranche of Notes and/or any of the Terms and Conditions may be effected unless in writing and signed by or on behalf of the Issuer, the Representative, each of the Guarantors and:

(1) if such amendment is an amendment to any of the Terms and Conditions which are applicable to all of the Noteholders, such amendment (i) is signed by or on behalf of Noteholders holding not less thin 75% of the aggregate Outstanding Principal Amount of all of the Notes for the time being Outstanding or (ii) is sanctioned by an Extraordinary Resolution of Noteholders, as the case may be;

(2) if such amendment is an amendment to any of the applicable Terms and Conditions and/or any of the Terms and Conditions which are applicable only to a particular Group (or Groups) of Noteholders, such amendment (i) is signed by or on behalf of Noteholders in that Group (or those Groups) holding not less thin 75% of the aggregate Outstanding Principal Amount of all of the Notes held by that Group (or those Groups) for the time being Outstanding or (ii) is sanctioned by an Extraordinary Resolution of Noteholders in that Group (or those Groups), as the case may be.

18.5 Any amendment to the applicable Terms and Conditions of any Tranche of Notes and/or any of the Terms and Conditions effected in terms of Condition 18.4 shall be binding on (as applicable) all of the

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Noteholders or the relevant Group (or Groups) of Noteholders, as applicable, and the Issuer shall cause any such amendment to be communicated to such Noteholders (in accordance with Condition 17) as soon as is practicable thereafter. Failure to give, or non-receipt of, such communication will not affect the validity of any such amendment.

18.6 For the avoidance of doubt, the exercise by the Issuer and/or any of the Guarantors of their rights under Condition 16 shall not constitute an amendment of the Terms and Conditions.

18.7 Notwithstanding anything to the contrary contained in the Terms and Conditions or the Representative Agreement, no amendment may be made to any of the provisions of Condition 24 without the prior written consent of the Commissioner of the South African Revenue Service.

19 MEETINGS OF NOTEHOLDERS

19.1 The Representative Agreement contains provisions for convening meetings of the Noteholders (or any Group/s of Noteholders) to consider any matter affecting their interests, including the sanctioning by an Extraordinary Resolution of any amendment of the applicable Terms and Conditions and/or the Terms and Conditions if proposed by the Issuer.

19.2 The Issuer and/or the Guarantors and/or the Representative may at any time convene a meeting of the Noteholders (or any Group/s of Noteholders). The Representative shall, upon a requisition in writing of the Noteholders (or any Group/s of Noteholders) holding not less than the majority of the Outstanding Principal Amount of all of the Notes (or the Notes held by such Group/s of Noteholders) for the time being Outstanding, convene a meeting of such Noteholders.

19.3 The quorum at any such meeting for passing an Extraordinary Resolution will be Noteholder(s) holding or representing not less than a clear majority of the Outstanding Principal Amount of the Notes held by such Noteholders for the time being Outstanding or, at any adjourned meeting, Noteholder(s) holding or representing not less than one-third of the Outstanding Principal Amount of the Notes of such Noteholders for the time being Outstanding. At a meeting where the business includes the amendment of the applicable Terms and Conditions and/or the Terms and Conditions, the necessary quorum for passing an Extraordinary Resolution will be Noteholder(s) holding or representing not less than two-thirds of the Outstanding Principal Amount of the Notes of such Noteholders for the time being Outstanding or, at any adjourned such meshing, Noteholder(s) holding or representing not less than one-third of the Outstanding Principal Amount of the Notes held by such Noteholders for the time being Outstanding.

19.4 Any resolution passed at a meeting of the Noteholders (or any Group/s of Noteholders), duly convened and held in accordance with the provisions hereof, shall be binding upon all of such Noteholders, whether present or not present at such meeting and whether or not voting, and all of such Noteholders shall be bound to give effect thereto accordingly.

19.5 The CSD’s Nominee, as the registered Noteholder of each Tranche of Notes which is held in the CSD, will vote at any meeting of the Noteholders (or any Group/s of Noteholders) on behalf of the holders of Beneficial Interests in such Notes, in accordance with the instructions to the CSD’s Nominee from such holders conveyed through the Participants in accordance with the Applicable Procedures.

20 BENEFIT OF AGREEMENTS

20.1 The provisions of the Representative Agreement and the Paying Agency Agreement which confer benefits on a Noteholder constitute stipulations for the benefit of that Noteholder, and that Noteholder, upon its subscription for Notes and the issue of Notes to it, or upon the transfer of Notes to it, as the case may be, shall be deemed to have accepted such benefits, and shall accordingly be bound by all those provisions of the Representative Agreement and the Paying Agency Agreement which impose obligations and/or restrictions on the Noteholders.

20.2 Each Noteholder undertakes in favour of the Representative and the Paying Agent, respectively, that it shall perform all obligations (and be bound by all restrictions) imposed on the Noteholder in terms of the Representative Agreement and the Paying Agency Agreement, and that it shall execute and attend to all deeds, documents and things and tale all such action which the Representative and the Paying Agent respectively, may reasonably require to enable the Representative and the Paying Agent, respectively, to carry out, exercise or discharge the powers, rights, authorities, provisions and/or obligations contained in the Representative Agreement and the Paying Agency Agreement, respectively.

20.3 Copies of the Representative Agreement shall be made available, free of charge, to each Noteholder, at the Specified Offices of the Issuer and the Representative. Copies of the Paying Agency Agreement shall be made available, free of charge, to each Noteholder, at the Specified Offices of the Issuer and the Paying Agent.

21 TAP ISSUES

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The Issuer shall be at liberty from time to time, without the consent of any Noteholder, to create and issue a Tranche of Notes (the Additional Notes) having terms and conditions which are identical to any other Tranche of Notes already in issue under the Programme (the Existing Notes) (save for their respective Issue Prices, Issue Dates and aggregate Principal Amounts), so that the Additional Notes (i) are consolidated and form a single series with the Existing Notes and (ii) rank pari passu in all respects with the Existing Notes.

22 GOVERNING LAW

The Programme Memorandum, the Notes and the applicable Terms and Conditions are governed by, and shall be construed in accordance with, the laws of South Africa. The Guarantee and all rights and obligations relating to the Guarantee are governed by, and shall be construed in accordance with, the laws of England.

23 PRESCRIPTION

Any claim for payment of any amount in respect of the Notes and the applicable Terms and Conditions will prescribe 3 years after the date on which such amount first becomes due and payable under the applicable Terms and Conditions; provided that if payment of such amount is required, in accordance with the applicable Terms and Conditions, to be made to the CSD’s Nominee, any claim for payment of such amount will prescribe 3 years after the date on which such amount has been received by the CSD’s Nominee. The Guarantee will become void unless claims under the Guarantee have been made within a period of 3 years after the Redemption Date or the Late Redemption Dale (if applicable).

24 RESTRICTION ON INVESTMENT IN NOTES

24.1 No Note may be:

(1) subscribed for, or purchased, by a Disqualified Person; or

(2) sold to a Disqualified Person: or

(3) beneficially held, or owned, by a Disqualified Person.

24.2 If any of the provisions of Condition 24.1 are breached, any Disqualified Person who acquires or beneficially holds or owns any Note by virtue of such breach will not be recognised by the Issuer, and any such Disqualified Person shall have no rights or entitlements of whatsoever nature under such Note and, without limiting the generality of the foregoing, the Issuer shall not, and shall not be liable to, make any payment of any amounts under such Note to such Disqualified Person.

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TERMS AND CONDITIONS OF THE GUARANTEE

The following is an extract from the Deed of Guarantee dated 4 December 2008.

Capitalised terms not separately defined in this Guarantee shall bear the meaning assigned to such terms in the Terms and Conditions of the Notes set out in Section 6 of the Programme Memorandum.

The Guarantors, jointly and severally, hereby irrevocably and unconditionally guarantee to the Noteholders the due and punctual payment by the Issuer of any moneys payable by the Issuer to the Noteholders in respect of the Notes in the manner hereinafter provided, namely:

(i) if and whenever the Issuer does not pay any amount when due under or in connection with the Notes, the Guarantors shall forthwith, upon written demand, pay to the order of the Representative, for the benefit and on behalf of the Noteholders, in the relevant currency the amount in respect of which such default has been made; provided that the Guarantors shall not be liable to pay any amounts pursuant to this Guarantee to the extent that the Issuer's failure to pay has resulted from and continues to result from the occurrence of:

(a) the intervention of, or any action by or against, any Governmental Agency of South Africa which prevents such payment by causing the Issuer to be unable to transfer moneys to the Paying Agent or to the Noteholders or to convert foreign currency to the currency of payment in accordance with the Terms and Conditions;

(b) the expropriation or nationalisation by any Governmental Agency of South Africa of any of the assets of the Issuer where:

(A) the aggregate value of the fixed assets so expropriated or nationalised equals or exceeds 10% of the aggregate consolidated value of the fixed assets of the Issuer, such value and such assets being determined by reference to the then latest audited annual financial statements of the Issuer or, if such financial statements are not available, such assets with a value of ZAR80,000,000 or more (or its equivalent in any other currency or currencies); or

(B) the expropriation or nationalisation has the effect of preventing the Issuer from carrying on business; or

(C) the transfer, by reason of the intervention of any Governmental Agency of South Africa, to an entity which is not a member of the Unilever Group, of the majority shareholding in, or control over, the Issuer;

(ii) any payment so made shall pro tanto cure such default by the Issuer provided that every payment of such moneys as aforesaid made by the Guarantors shall be satisfaction pro tanto of the covenants by the Guarantors contained in this Guarantee;

(iii) all payments by a Guarantor in respect of the Notes shall be made (a) without set-off or counterclaim and (b) free and clear of withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of the country of incorporation of such Guarantor or any political sub-division or authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In the event of such withholding or deduction being required by law, such Guarantor shall pay such additional amounts as would be necessary in order that the net amounts received by the Noteholders after such withholding or deduction shall equal the amount which would have been receivable hereunder in the absence of such withholding or deduction, save that no such additional amounts shall be payable:

(a) to or on behalf of a Noteholder who is subject to such Taxes by reason of his having some connection with the country of incorporation of the relevant Guarantor other than the mere holding of such Note;

(b) where payment of principal or interest thereon is conditional on presentment or surrender of the relevant Global Certificate, and the relevant Global Certificate is presented or surrendered more than30 days after the Relevant Date except to the extent that the Noteholder would have been entitled to such additional amounts on presenting or surrendering the Global Certificate on such thirtieth day;

(c) to or on behalf of a Noteholder who is eligible to avoid such withholding or deduction whether by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority or otherwise;

52

(d) in respect of any withholding or deduction required to be made by any Paying Agent from any payment on such Note if such payment can be made without withholding or deduction by any other Paying Agent;

(e) in respect of any estate, inheritance, gift, sales, transfer, excise, personal property or any similar Taxes; or

(f) in respect of any Taxes which are payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note; or

(g) any combination of (a) to (I);

(iv) without prejudice to the provisions of paragraph (i) above, each of the Guarantors shall be liable as if it were the principal debtor and not merely a surety and neither of the Guarantors shall be exonerated or discharged from any liability under this Guarantee by time being given to the Issuer or the Guarantors by the Representative or by the Noteholders or any of them, by any other indulgence or concession to the Issuer granted by the Representative or by the Noteholders or any of them or by anything done by the Representative in exercise of any of the authorities or discretions vested in it by the Representative Agreement or by anything which the Representative or the Noteholders or any of them may omit or neglect to do or by any other dealing or thing which, but for this provision, might operate to exonerate or discharge any of the Guarantors from their covenants herein contained or by the illegality, invalidity or unenforceability of or any defect in the provisions of any Note or this Guarantee or any of the Issuer's obligations thereunder or hereunder;

(v) this Guarantee is to be a continuing guarantee and accordingly shall remain in operation until all moneys owing by the Issuer in respect of the Notes issued by it have been paid or satisfied, and is in addition to and not in substitution for any other rights which the Representative or the Noteholders or any of them may have under or by virtue of the provisions of the Notes, and may be enforced without first having recourse to any such rights and without taking any steps, actions or proceedings against the Issuer. In particular, this Guarantee may be enforced on each and every occasion on which default is made by the Issuer in payment notwithstanding that any call under this Guarantee may have been made previously by the Representative or that any proceedings may have been commenced against the Guarantors in respect of sums already due under this Guarantee;

(vi) each Guarantor expressly waives any right it may have of first requiring any Noteholder (or the Representative on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Guarantee. This waiver applies irrespective of any law or any provision of a Programme document to the contrary;

(vii) the Guarantors expressly confirm that they intend that this Guarantee shall extend from time to time to any (however fundamental) amendment, novation, supplement, extension, restatement, variation, increase, extension or addition of the Programme or any of the documents relating to the Programme;

(viii) the Representative may from time to time make any arrangement or compromise with the Guarantors jointly (but not, for the avoidance of doubt, with any one or two Guarantors only) in relation to this Guarantee which the Representative may think fit;

(ix) the Guarantors or any of them shall not, without the consent of the Representative, at any time after default has been made by the Issuer in the payment of any moneys payable by the Issuer in respect of the Notes or under or pursuant to this Guarantee and so long as any moneys payable by the Guarantors in respect of such defaulted moneys remain unpaid, exercise in respect of any amounts paid under this Guarantee any right of subrogation or any other right or remedy which may accrue to the Guarantors in respect of or as a result of such payment;

(x) if any payment received by the Paying Agent or by any Noteholders pursuant to the provisions of the Notes or this Guarantee shall, on the subsequent bankruptcy or insolvency of the Issuer or the Guarantors, be avoided under any laws relating to bankruptcy or insolvency, such payment shall not be considered as having discharged or diminished the liability of the Guarantors, and this Guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Guarantors shall indemnify the Paying Agent and the Noteholders in respect thereof; and

(xi) the Guarantors may effect without the consent of the Noteholders or the Representative, any amendment of this Guarantee which is:

(a) of a formal, minor or technical nature or is made to correct a manifest error, or to comply with mandatory provisions of any relevant laws; or

(b) otherwise provided for in the Representative Agreement.

53

The Representative will act as the representative of the Noteholders for purposes of, among other things, making demands under this Guarantee for the benefit and on behalf of the Noteholders, in accordance with the Representative Agreement and the Terms and Conditions.

This Guarantee shall be governed by, and construed in all respects in accordance with, the laws of England. Each of the Guarantors agrees that the courts of England shall have jurisdiction to settle any disputes which may arise from or in connection with this Guarantee and that accordingly any suit, action or proceeding arising from or in connection with this Guarantee shall be brought in such courts.

The Guarantors irrevocably agree that any proceedings in the courts of England in connection with this Guarantee may be served on them by the same being delivered to:

(a) In respect of Unilever N.V. and Unilever PLC: Unilever PLC Unilever House, 100 Victoria Embankment, Blackfriars, London EC4Y ODY (marked for the attention of The Chief Legal Officer); and

(b) In respect of Robertsons Holdings (Proprietary) Limited: Richemont Limited, 15 Hill Street, London W1J 5QT (marked for the attention of The Company Secretary).

In this Guarantee:

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any central bank or any stock exchange or any self-regulatory organisation established under statute);

“Guarantors” means Unilever PLC, incorporated in England and Wales with registered number 41424, Unilever N. V., having its corporate seat in Rotterdam, The Netherlands, and Robertsons Holdings (Proprietary) Limited, incorporated with limited liability under registration number 82108128107 in the Republic of South Africa, acting jointly and severally;

“Relevant Date” means whichever is the later of (i) the date on which the relevant payment first becomes due and (ii) if the full amount of the moneys has not been made available to the Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 16 of the Terms and Conditions; and

“Taxes” means any present or future taxes, duties, assessments or governmental charges of whatever nature.

54

USE OF PROCEEDS

The proceeds from the issue of a Tranche of Notes will be applied by the Issuer for its general corporate purposes or as otherwise may be described in the Pricing Supplement.

55

DESCRIPTION OF THE ISSUER

Introduction

The Issuer is registered and incorporated as a company with limited liability in terms of the Companies Act under registration number 1939/012365/07 in South Africa.

Business Description

The Unilever Group’s business in South Africa is conducted through the Issuer.

The Issuer manufactures and markets an extensive range of food and home and personal care products, while enjoying market leadership in most of its major categories. Well-known brands include Robertsons, Rama, Flora, Lipton, Joko, Mrs Balls, Sunlight, Omo Surf, Vaseline and Lux.

A fuller description of the Issuer and its business is set out in the respective annual reports of the Unilever Group, which are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”).

The respective annual reports of the Unilever Group for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 are available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, these annual reports may be accessed at the Unilever Group’s website at www.unilever.com.

The respective annual reports of the Unilever Group for all financial years after the Programme Date will, as and when the relevant annual reports are approved and become available, be available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, these annual reports may be accessed at the Unilever Group’s website at www.unilever.com, once such annual reports are approved and become available.

Ownership Structure

The Issuer’s ownership structure is as follows:

56


57

Remgro Limited Unilever NV Unilever PLC

Robertsons Holdings (Pty) Ltd

Unilever Bestfoods (Holdings) Limited LLC

(Previously Unilever Bestfoods Robertsons(Holdings) LLC)

Unilever Overseas Holdings BV

Unilever South Africa Holdings (Pty) Ltd

(previously Unilever South Africa Foods (Pty) Ltd

Unilever South Africa (Pty) Ltd(previously Unilever South Africa Home &

Personal Care (Pty) Ltd)

Unilever Market Development (Pty) Ltd

# #

Property RightsDormant Companies

Unilever South Africa Manufacturing (Pty) Ltd

+++

Unilever SA Ice Cream (Pty) LtdPrior to 30/9/2007 conductedMilky Lane/Juicy LucyBusiness) ***

Holwood Park Properties(Pty) Ltd + ***

Nollsworth Park Properties(Pty) Ltd ++

o Intermediaries : Hunt Leuchars & Hepburn Ltd.Industrial Partnership Investment Ltd.

oo Unilever Trumbull Holdings Inc.Unilever HPC Finance Services Inc.Conopco Inc.Unilever United States Inc.Unilever Holdings BV

Two legal entity Intermediaries o

25.75%

Two legal entity Intermediaries oo

44.68%

29.57%

100% 100%

KEY

X

XX

XXX

9279793 R1 Shares )4468 “A” R1 Shares ) 74.25%6141528 R1 Shares )2957 “B” R1 Shares )

5348135 R1 Shares ) 25.75%2575 “C” R1 Shares )

+

+++++

******#

# #

Bare dominium Rights - Amet Bldg, LLR(previously Simonsberg Projects (Pty) Ltd).Arrangement collapsed on 21/12/2007. Property being transferred to OMP Fund.Bare dominium Rights - Unilever Bldg, LLR. Previously Unilever SA (Pty) Ltd, previouslyLever Brothers (Pty) Ltd. Shares in companytransferred from Unilever South Africa Home& Personal Care (Pty) Ltd to Unilever Overseas Holdings BV on 11/10/2007. Name changed on 16/10/2007. Company engaged in Hoodia Project (outsideSA business).De-registration 21/04/2006.In voluntary liquidation. Companies to be de-registered.Previously Hudson & Knight (Pty) Ltd(De-registered 09/03/2007). On 27/9/2007 shares in Unilever Market Development Southern Africa (UMDSA) transferred from Unilever South Africa Home & Personal Care (Pty) Ltd to UnileverOverseas Holdings BV and company re-named Unilever Market Development (Pty) Ltd on 16/10/2007 with a territory outside South Africa & BNLS (outside SA business).

UNILEVER SOUTH AFRICA (PTY) LTD : CORPORATE STRUCTURE – 1 JANUARY 2009100% OWNED UNLESS OTHERWISE SPECIFIED











# #



+++







25.75%


44.68%

29.57%

100% 100%











# #



+++







25.75%


44.68%

29.57%

100% 100%

KEY

X

XX

XXX

9279793 R1 Shares )4468 “A” R1 Shares ) 74.25%6141528 R1 Shares )2957 “B” R1 Shares )

5348135 R1 Shares ) 25.75%2575 “C” R1 Shares )

+

+++++

******#

# #

Bare dominium Rights - Amet Bldg, LLR(previously Simonsberg Projects (Pty) Ltd).Arrangement collapsed on 21/12/2007. Property being transferred to OMP Fund.Bare dominium Rights - Unilever Bldg, LLR. Previously Unilever SA (Pty) Ltd, previouslyLever Brothers (Pty) Ltd. Shares in companytransferred from Unilever South Africa Home& Personal Care (Pty) Ltd to Unilever Overseas Holdings BV on 11/10/2007. Name changed on 16/10/2007. Company engaged in Hoodia Project (outsideSA business).De-registration 21/04/2006.In voluntary liquidation. Companies to be de-registered.Previously Hudson & Knight (Pty) Ltd(De-registered 09/03/2007). On 27/9/2007 shares in Unilever Market Development Southern Africa (UMDSA) transferred from Unilever South Africa Home & Personal Care (Pty) Ltd to UnileverOverseas Holdings BV and company re-named Unilever Market Development (Pty) Ltd on 16/10/2007 with a territory outside South Africa & BNLS (outside SA business).

UNILEVER SOUTH AFRICA (PTY) LTD : CORPORATE STRUCTURE – 1 JANUARY 2009100% OWNED UNLESS OTHERWISE SPECIFIED

58

Directors

The directors of the Issuer as at the Programme Date are:

Marijnus van T!ggelen (Chairman)

Marijn joined Unilever in October 1991 right after graduation and held several positions before becoming Chairman of Unilever South Africa:

1991-1992: Corporate Audit

1993-1995: Unilever Research Vlaardingen Netherlands

1996-1997: Corporate Controller Unilever Meat Group Netherlands

1997-2000: BU Director Foods – Unilever Netherlands

2001-2005: SVP, Foods, Unilever South-East Asia

2005-September 2010: Chairman, Unilever Vietnam

October 2010 – current: Chairman, Unilever South Africa

Marijn graduated with a Business Administration at University of Groningen in Holland ( 1985-1991), and also Modern Japanese Studies at Erasmus at University of Rotterdam in Holland (1989-1991).

Andrew John Kennedy (VP – Customer Development)

Andrew joined Unilever in 1997 as a management trainee in South Africa following a few years travelling and working as a Development Consultant.

Aside from 18 months when he worked at Corporate Centre on the “Path to Growth” Project Team within the Financial Controller’s Department, all of his time has been within Customer Development with an even split between Account Management and Customer Marketing roles.

Andrew’s WL2/3 roles in the business have included:

Customer Marketing (TCM, Trade Marketing and Category Operations) for the Deodorant and Homecare Categories.

Account Management with Shoprite Checkers, as Asda Wal-Mart Customer Director in the UK and a six month placement in the Tesco UK Business Unit.

‘Path to Growth’ role where he worked alongside the program leaders for the Global Customer Development, Trade Marketing Investment and Brand Focus initiatives.

Following three and a half years in the UK he joined Unilever Thailand as VP Customer Development in January 2009 and has recently moved back to South Africa, initially to work on key project and from 1 August as CD VP.

Robert William Laggar (Vice President, Brand Building (S&D, TBB, SCC))

Rob Laggar completed his B. Soc Science - Marketing degree at the University of Natal (Durban) and joined Safmarine Shipping as a marketing trainee in 1990.

After 2 years in shipping , he joined Robertsons in 1993 and spent one year in customer division before moving into brand marketing. Over the next 9 years in Robertsons brand marketing he held various marketing positions working on all the food brands within the business.

During this period the food business grew from strength to strength and it was in 2002 that Unilever merged with Robertsons to form Unilever Bestfoods Robertons (UBR). In the new UBR business, Rob was appointed as Marketing Manager and was responsible for Savoury and Dressings. During this period, he was recognized as playing an important role in the successful integration of the two businesses.

After a year, Rob was promoted to the position of regional Vice President, responsible for the Savoury portfolio, initially in AMET South and then later responsible for the total AMET region. Within this period, he was a member of the Global Category and Global Brand teams responsible for the brand development of the category.

After 4 years in this position, in August 2007 Rob was appointed to the SA Board as Vice President Brand Building, responsible for Savoury & Dressings (S&D), Spreads and Cooking Category(SCC) and Tea Based Beverages (TBB).Rob is married to Sharon and has three sons; Jared, Ryan and Max.

Seokhee Won (Vice President, Brand Building (PC, HC & Ola))

Seokhee was born in Seoul, South Korea. As a son of a diplomat, he grew up living in 7 different countries.

Seokhee joined Unilever Korea as a Marketing Trainee in 1992 and expatriated to Vietnam in 1997 as Marketing Director, Elida P/S joint venture and was then promoted to Vice President Personal Care, Unilever Vietnam in 2001. He was appointed RCVP, Hair for SEA, SA, AMET and China for Clear and Family Health brand in 2005 based in Thailand.

Soekhee launched Clear in China, Brazil, Russia, Philippines, Saudi Arabia, Pakistan and Egypt. The success of Clear's roll-out enabled the brand to become a global hair brand for Unilever in 2006. He was then appointed Global Vice President, Clear in 2006 to 2010.

In April 2010 Soekhee joined Unilever South Africa as VP HPC.

Karin Zarnack (Vice President, Finance)

Karin grew up and went to school in Zululand and later completed her degree and honours at the University of Natal (Durban) in 1994. After completing her training contract with Deloitte, she was appointed a manager of its audit services division, where she was responsible for audits of both listed and private companies. In 2004, she was admitted as a partner of Deloittes. Her international experiences while at Deloittes include secondments to Miami, USA and Manila in the Philippines.

In 2005, Karin was approached to join her major client Illovo Sugar Limited as Group Financial Director and was appointed to the Board. She was also appointed as a non-executive director of Illovo subsidiaries of in the six countries of operation.

Antoinette Irvine (Vice President, Human Resources)

Antoinette was born in East London in the Eastern Cape leaving home at the age of 16 yrs after being awarded a 3 year Van Der Bilj Scholarship by Eskom. She has a Bachelor of Social Science Degree, majoring in Marketing, Industrial Psychology and Economics.

Antoinette spent the first 8yrs of her career working for Unilever South Africa in various HR roles including business partnering, organisational effectiveness & design and compensation and benefits. In 2001, she was appointed Reward Director for Africa, Middle East and Turkey. She was later appointed Human Resources VP role managing the HR outsourced services across Asia and AMET.

Antoinette was appointed Human Resources VP for Unilever South Africa in January 2011. She is the first women in last 25yrs to undertake the role.

Registered Office

The registered office of the Issuer is situated at 15 Nollsworth Crescent, La Lucia Ridge Office Estate, La Lucia, 4051, South Africa.

Company Secretary

The company secretary of the Issuer (as at the Programme Date) is Ms Thiroshnee Naidoo (who is employed by the Issuer). The registered office of the company secretary of the Issuer is situated at 15 Nollsworth Crescent, La Lucia Ridge Office Estate, La Lucia, 4051, South Africa.

Financial Information

The respective audited annual financial statements of the Issuer for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”). Copies of these financial statements are available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative.

The respective audited annual financial statements of the Issuer for all financial years after the Programme Date are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”). These financial statements will, as and when such financial statements are approved and become available, be available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative.

Auditors

PricewaterhouseCoopers Incorporated are the auditors of the Issuer as at the Programme Date.

Report of the Independent Auditors

The reports of the independent auditors of the Issuer are included with the audited annual financial statements of the Issuer for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010, and will be included with the audited annual financial statements of the Issuer for all financial years after the Programme

59

Date (see the paragraph headed “Financial Information” above).

60

DESCRIPTION OF THE UNILEVER GROUP AND THE GUARANTORS

DESCRIPTION OF THE UNILEVER GROUP

Introduction

Unilever N.V. is a public limited company registered in the Netherlands. Unilever N.V. has shares and depositary receipts for shares listed on Euronext Amsterdam and on the New York Stock Exchange. Unilever N.V. has its corporate seat in Rotterdam, The Netherlands and has its registered office at Weena 455, 3013 AL, Rotterdam, The Netherlands.

Unilever PLC is a public limited company registered in England and Wales. Unilever PLC is a public limited company registered, with registered number 41424 in England and Wales. Unilever PLC has its registered office at Pori Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom and its principal place of business at Unilever House, 100 Victoria Embankment, Blackfrlars, London EC4Y ODY, United Kingdom.

Unilever PLC and Unilever N.V. are the two parent companies of the Unilever Group.

Unilever PLC and Unilever N.V., together with their group companies, (the Unilever Group) operate as a single economic entity. Unilever PLC and Unilever N.V., and their group companies, constitute a single reporting entity for the purposes of presenting consolidated financial statements. Accordingly, the accounts of the Unilever Group are presented by both Unilever N.V. and Unilever PLC as their respective consolidated financial statements. The same people sit on the boards of directors of Unilever PLC and Unilever N.V..

Business DescriptionThe Unilever Group is regarded as one of the world's leading suppliers of fast-moving consumer goods across foods and home and personal care categories.

A fuller description of the Unilever Group and its business is set out in the respective annual reports of the Unilever Group, which are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”).

The respective annual reports of the Unilever Group for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 are available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, these annual reports may be accessed at the Unilever Group’s website at www.unilever.com.

The respective annual reports of the Unilever Group for all financial years after the Programme Date will, as and when the relevant annual reports are approved and become available, be available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative. In addition, these annual reports may be accessed at the Unilever Group’s website at www.unilever.com, once such annual reports are approved and become available.


The respective audited consolidated annual financial statements of the Unilever Group for the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 are included in the respective annual reports of the Unilever Group for these financial years (see “Business Description” above).

The respective audited consolidated annual financial statements of the Unilever Group for all financial years after the Programme Date will be included in the respective annual reports of the Unilever Group for these financial years (see “Business Description” above).

The Guarantee

The Issuer's obligations to Noteholders under the Notes issued, prior to 4 December 2008, pursuant to the Previous Programme Memorandum, are guaranteed, jointly and severally, by Unilever PLC and Unilever N.V. on the terms of the deed of guarantee dated 4 September 2003.

The Issuer's obligations to Noteholders under the Notes issued, on and after 4 December 2008, pursuant to the Previous Programme Memorandum or this Programme Memorandum, as the case may be, are guaranteed, jointly and severally, by Unilever PLC, Unilever N.V. and Robertsons Holdings (Proprietary) Limited (see the paragraph headed “Robertsons Holdings (Proprietary) Limited” below) on the terms of the Guarantee (the deed of guarantee dated 4 December 2008).

ROBERTSONS HOLDINGS (PROPRIETARY) LIMITED

61


Introduction

Robertsons Holdings (Proprietary) Limited (Robertsons) is registered and incorporated as a company with limited liability in terms of the Companies Act under registration number 1982/081281/07 in South Africa. Robertsons has its registered office at Carpe Diem Office Park, Quantum Street, Techno Park, Stellenbosch 7600, South Africa.

During October 2007, due to Unilever South Africa simplifying its organisational structure by merging its SA Foods and SA Home and Personal Care businesses (held through Unilever South Africa Foods (Proprietary) Limited and Unilever South Africa Home and Personal Care (Proprietary) Limited, respectively), Robertsons divested itself of its 41% shareholding in Unilever Bestfoods Robertsons (Holdings) Limited L.L.C. for a 25.8% shareholding in Unilever South Africa Holdings (Proprietary) Limited, the Issuer’s holding company.

Roberstons is a wholly owned subsidiary of Remgro Limited, which is listed on the JSE. Robertsons is therefore part of the Remgro Limited group of companies (the Remgro Group).

Remgro Limited is a South African investment holding company established with effect from 1 April 2000, after the restructuring of the former Rembrandt Group Limited.

Remgro Limited’s activities are concentrated mainly on the management of investments and the provision of support rather than on being involved in the day-to-day management of business units of investees.

A fuller description of the Remgro Group and its business is set out in the respective annual reports of the Remgro Group, which are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”).

The respective annual reports of the Remgro Group for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011 may be accessed at the Remgro Group’s website at www.remgo.com once, in the case of the annual report for the financial year ended 31 August 20100, such annual report is approved and becomes available. The respective annual reports of the Remgro Group for the financial years ended after the Programme Date may be accessed at the Remgro Group’s website at www.remgo.com, once such annual reports are approved and become available.

Business Description

Robertsons holds Remgro Limited's investment in Unilever South Africa Holdings (Proprietary) Limited, and lends funds to various companies in the Remgro Group.


The respective audited annual financial statements of Robertsons for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011 are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”). Copies of these financial statements are available, upon request, to each person to whom a copy of the Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative.

The respective audited annual financial statements of Robertsons for all financial years after the Programme Date are incorporated by reference into, and form part of, this Programme Memorandum (see the section of this Programme Memorandum headed “Documents Incorporated by Reference”). These financial statements will, as and when such financial statements are approved and become available, be available, upon request, to each person to whom a copy of this Programme Memorandum has been delivered, during normal office hours, at the Specified Offices of the Issuer and the Representative.

The respective audited consolidated annual financial statements of the Remgro Group for the financial years ended 31 August 2009, 31 August 2010 and 31 August 2011 are included in the respective annual reports of the Remgro Group for these financial years (see “Introduction” above). The respective audited consolidated annual financial statements of the Remgro Group for the financial years ended after the Programme Date will be included in the respective annual reports of the Remgro Group for these financial years (see “Introduction” above).

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DESCRIPTION OF THE REPRESENTATIVE

The comments below are intended as a general description of the Representative, as at the Programme Date The main terms and conditions (including the terms and conditions of replacement of the Representative) are set out in the Representative Agreement. The comments below must be read in conjunction with the Terms and Conditions and the Representative Agreement, and the comments below do not in any way derogate from any of the provisions of the Terms and Conditions or the Representative Agreement.

Name

The name of the Representative is Maitland Trustees (Proprietary) Limited, incorporated in South Africa under registration number 1999/002503/07.

Specified Office

The Specified Office of the Representative is, as at the Programme Date, 32 Fricker Road, Illovo Boulevard, Illovo, 2196, South Africa.

Main conditions of the Representative Agreement

The following paragraphs are extracts from the Representative Agreement:

cl.4 Events of Default

4.1 If an Event of Default occurs and is continuing, the Issuer, upon becoming aware of such Event of Default having occurred, shall forthwith inform, among others, the Paying Agent and the Representative in writing thereof.

4,2 The Representative shall not be required to take any steps to ascertain whether any Event of Default shall have occurred and, until the Representative has actual knowledge or has been served with express notice thereof, it shall be entitled to assume that no such Event of Default has occurred.

4.3 Upon receipt by the Representative of notice from the Issuer of any Event of Default, or upon the Representative itself becoming aware that any Event of Default has occurred and is continuing, the Representative shall promptly give notice thereof to the Noteholders in accordance with Condition 16.

4.4 Upon receipt by the Representative of notice from the Issuer of an Event of Default contemplated in Condition 12.1(a), or upon the Representative itself becoming aware that an Event of Default contemplated in Condition 12.1(a) has occurred and is continuing. the Representative shall (unless otherwise instructed by an Extraordinary Resolution of the Noteholders), within five Business Days of so becoming aware of such Event of Default, by written notice to the Issuer and each of the Guarantors, demand payment, forthwith, from the Guarantors, of all amounts due and payable by the Guarantors in terms of the Guarantee.

4.5 Upon receipt by the Representative of notice from the Issuer of any Event of Default contemplated in Condition 12.1(b), (c), (d), (e) or (f), or upon the Representative itself becoming aware that any Event of Default contemplated in Condition 12.1(b), (c), (d), (e) or (f) has occurred and is continuing, the Representative may. at its discretion, (i) declare by written notice to the Issuer and each of the Guarantors that the Notes are immediately repayable on the Early Redemption Date stipulated as such in such notice (whereupon the Notes shall become immediately repayable) and (ii) without further notice, institute such proceedings against the Issuer and the Guarantors as it may think fit to enforce repayment of the Notes and to enforce the provisions of the Representative Agreement, provided that, if so directed by Extraordinary Resolution of the Noteholders (and provided that the Representative shall have been indemnified or received security to its satisfaction), the Representative shall be obliged to make the declaration referred to in (i) above and institute any appropriate enforcement proceedings against the Issuer and the Guarantors at the direction of the Noteholders.

4.6 The Representative shall, at the same time that it sends the written notice of demand to the Guarantors in terms of clause 4 of the Representative Agreement, instruct the Paying Agent, in writing, of the manner in which the amounts due and payable by the Guarantors are to be disbursed to the Noteholders (the Representative Instructions).

4.7 On or before receipt of the Representative Instructions, the Paying Agent is required, in terms of the Paying Agency Agreement, to furnish the Guarantors, in writing, with details of the bank account into which such amounts are to be paid by the Guarantors (the Guarantee Bank Account).

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4.8 Upon receipt of the written notice of demand from the Representative in terms of clause 4 of the Representative Agreement, the Guarantors shall, forthwith, jointly and severally, procure that all amounts due and payable under the Guarantee are paid, in freely transferable funds, into the Guarantee Bank Account, in accordance with the instructions of the Representative, on the terms of the Representative Agreement.

4.9 The Paying Agent is required, in tarots of the Paying Agency Agreement, following receipt of the Representative Instructions and any moneys from the Guarantors, to pay such moneys, on behalf of the Guarantors, to the Noteholders in accordance with the Representative Instructions, on the terms of the Paying Agency Agreement, and mutatis mutandis in accordance with Condition 9.

4.10 Neither of the Guarantors shall be responsible for the loss in transmission of any funds paid by the Paying Agent to the Noteholders, and payment by the Guarantors to the Paying Agent, in accordance with the instructions of the Representative, on the terms of the Representative Agreement, shall pro tanto cure the relevant default of the Issuer and shall be, satisfaction pro tanto of each of the Guarantor's obligations under the Guarantee.

cl. 5. No Enforcement by Noteholders

Only the Representative may enforce the provisions of the Notes, the Guarantee and the Representative Agreement, and no Noteholder shall be entitled to proceed directly against the Issuer and/or any of the Guarantors (and, without limiting the generality of the foregoing, no Noteholder shall be entitled to make any demand against the Issuer and/or the Guarantors for payment under the Notes or the Guarantee, or accelerate or demand from the lssuer and/or the Guarantors early payment of principal in respect of the Notes or institute any legal proceedings against the Issuer and/or the Guarantors for the enforcement of the Notes or the Guarantee) unless the Representative, having become bound so to proceed in terms of the Representative Agreement, fails to do so within 50 days of the occurrence of the relevant Event of Default and such failure is continuing.

Terms of replacement of the Representative

The following paragraphs are extracts from the Representative Agreement:

cl. 14. Changes in Representative

14.1 The Issuer and the Guarantors agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all Notes that am outstanding have been made available to the Paying Agent and have not been returned to the Issuer or the Guarantors, as the case may be, as provided in the Paying Agency Agreement, and so long as any Notes are listed on BESA, there will at all times be appointed a Representative, with a Specified Office in such place as may be required by the Applicable Procedures. The Issuer shall give notice to the Noteholders of any termination, appointment or change of Representative, in accordance with the Terms and Conditions, not more than 45 days but not Is than 30 days prior to such termination, appointment or change; provided that such limit of 30 days maybe reduced to zero (i) in the case of insolvency as provided in clause 14.6 or (ii) in the case of breach as provided in clause 14.7, as the case May be.

14.2 The Representative may, subject to clause 14.4, at any time resign as representative by giving at least 90 days' written notice to the Issuer of such intention on its part (with a copy of such notice to the Paying Agent and the Guarantors), specifying the date on which such resignation shall become effective.

14.3 The Representative may (subject as provided in clause 14.4) be removed at any time by the Issuer and/or the Guarantors on at least 45 days' notice in writing by the Issuer (with a copy of such notice to the Paying Agent and the Guarantors), specifying such removal and the date when it shall become effective.

14.4 Any resignation under clause 14.2 or removal under clauses 143, 14.6 or 14.7 shall only take effect upon the appointment by the Issuer and the Guarantors as hereinafter provided, of a successor or replacement Representative and (other than as provided in clause 14.2 when it shall take effect upon expiry of the notice period referred to in clause 14.2), on the expiry of the notice to be given udder clause 14.1. The Issuer and the Guarantors agree with the Representative that if, by the day falling 10 days before the expiry of any notice required under clauses 14.1 or 14.2, a successor or replacement Representative has not been appointed, the Representative shall be entitled, an behalf of the Issuer and the Guarantors, to appoint as a successor or replacement Representative in its place a reputable financial institution or trust company of good standing.

14.5 Any successor or replacement Representative shall be appointed by way of the execution of an accession letter substantially in the form set out in annexure B to the Representative Agreement and the execution of a Representative Fee Side Letter.

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14.6 If at any time the Representative becomes incapable of acting or is placed into liquidation, curatorship or judicial management, whether provisionally or finally, or is voluntarily wound up by either the members or creditors of the Representative, whether provisionally or finally, or makes an assignment for the benefit of its creditors or consents to the appointment of a liquidator, curator aft judicial manager of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is made confirming any application made by or against it under the provisions of any insolvency law or if a judicial manager, curator or liquidator takes charge or control of it or of its property or affairs for the purpose of judicial management, liquidation or curatorship, a successor or replacement Representative, which shall be a reputable financial institution or trust company of good standing shall be appointed by the Issuer on written notice to the successor or replacement Representative. Upon the appointment as aforesaid of a successor or replacement Representative and acceptance by the successor or replacement Representative of such appointment, the Representative so superseded shall cease to be the Representative under the Representative Agreement with immediate effect.

14.7 Should the Representative commit any breach of any term or condition of the Representative Agreement, and fail to remedy that breach within a period of three Business Days after the receipt of a written notice to that effect by the Issuer, then the Issuer and the Guarantors shall, without prejudice to their rights, be entitled to terminate the Representative's appointment and remove such Representative. A successor or replacement Representative, which shall be a reputable financial institution or test company of good standing, may be appointed by the Issuer and the Guarantors on written notice by the Issuer to the successor or replacement Representative. Upon the appointment as aforesaid of a successor or replacement Representative and acceptance by the successor or replacement Representative of such appointment, the Representative so superseded shall cease to be the Representative under the Representative Agreement.

14.8 Upon its resignation or removal becoming effective, the Representative shall forthwith transfer all records and all forms of Global Certificates (If any) kept in terms of the Representative Agreement to the successor or replacement Representative.

14.9 Upon its appointment becoming effective, a successor or replacement Representative shall, without further act or formality, become vested with all the authority, rights, powers, immunities, duties and obligations of its predecessor with like effect as if originally named as Representative.

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SETTLEMENT, CLEARING AND TRANSFERS OF NOTES

Each Tranche of Notes will be issued in registered uncertificated form, in terms of section 37 of the Securities Services Act, and will be held in the CSD.

Clearing Systems

The CSD has, as the operator of an electronic clearing system, been appointed by the JSE to match, clear and facilitate the settlement of transactions concluded on the Interest Rate Market of the JSE. Each Tranche of Notes which is held in the CSD will be issued, cleared and transferred in accordance with the Applicable Procedures through the electronic settlement system of the CSD. Such Notes will be settled through CSD Participants who will comply with the electronic settlement procedures prescribed by the JSE and the CSD. Notes may be accepted for clearance through any additional clearing system as may be agreed between the JSE, the Issuer and the Dealer(s).

CSD Participants

The CSD maintains central securities accounts only for CSD Participants. As at the Programme Date, the CSD Participants are Absa Bank Limited, FirstRand Bank Limited, Nedbank Limited, The Standard Bank of South Africa Limited and the South African Reserve Bank. Euroclear and Clearstream Banking will settle off-shore transfers in the Notes through their CSD Participants.

Settlement and Clearing

CSD Participants will be responsible for the settlement of scrip and payment transfers through the CSD, the Interest Rate Market of the JSE and the South African Reserve Bank.

While a Tranche of Notes is held in its entirety in the CSD, the CSD’s Nominee will be named in the Register as the sole Noteholder of the Notes in that Tranche. All amounts to be paid and all rights to be exercised in respect of Notes held in the CSD will be paid to and may be exercised only by the CSD’s Nominee for the holders of Beneficial Interests in such Notes.

In relation to each person shown in the records of the CSD or the relevant CSD Participant, as the case may be, as the holder of a Beneficial Interest in a particular Outstanding Principal Amount of Notes, a certificate or other document issued by the CSD or the relevant CSD Participant, as the case may be, as to the Outstanding Principal Amount of such Notes standing to the account of such person shall be prima facie proof of such Beneficial Interest, and each such person shall be treated by the Issuer, each of the Guarantors, the Transfer Secretary, the Representative, the Paying Agent and the relevant CSD Participant as the holder of that aggregate Outstanding Principal Amount of such Notes for all purposes, other than with respect of the payment of principal on such Notes, for which latter purpose the CSD’s Nominee (as the registered Noteholder of such Notes named in the Register) will be treated by the Issuer, the Paying Agent, the Transfer Secretary and the relevant CSD Participant as the holder of such Notes in accordance with, and subject to, the Terms and Conditions.

Payments of all amounts in respect of a Tranche of Notes which is held in the CSD will be made to the CSD’s Nominee, as the registered Noteholder of such Notes, which in turn will transfer such funds, via the CSD Participants, to the holders of Beneficial Interests. Each of the persons reflected in the records of the CSD or the relevant CSD Participant, as the case may be, as the holders of Beneficial Interests in Notes shall look solely to the CSD or the relevant CSD Participant, as the case may be, for such person’s share of each payment so made by (or on behalf of) the Issuer to, or for the order of, the CSD’s Nominee, as the registered Noteholder of such Notes.

Payments of all amounts due and payable in respect of Beneficial Interests in Notes will be recorded by the CSD’s Nominee, as the registered Noteholder of such Notes, distinguishing between principal and other amounts (if any), and such record of payments by the CSD’s Nominee, as the registered Noteholder of such Notes, shall be prima facie proof of such payments.

Transfers and Exchanges

Title to Beneficial Interest held by clients of CSD Participants indirectly through such CSD Participants will pass on transfer thereof by electronic book entry in the securities accounts maintained by such CSD Participants for such clients. Title to Beneficial Interests held by CSD Participants directly through the CSD will pass on transfer thereof by electronic book entry in the central securities accounts maintained by the CSD for such CSD Participants. Beneficial Interests may be transferred only in accordance with the Applicable Procedures.

Beneficial Interests may be exchanged for Notes represented by Individual Certificates in accordance with Condition 11.1.

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Records of Payments, Trust and Voting

Neither the Issuer nor the Transfer Secretary nor the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Beneficial Interests, or for maintaining, supervising or reviewing any records relating to Beneficial Interests. None of the Issuer, the Guarantors, the Paying Agent, the Transfer Secretary or the Representative will be bound to record any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Note may be subject. Holders of Beneficial Interests vote in accordance with the Applicable Procedures.

BESA Guarantee Fund

Unlisted Notes are not regulated by the JSE. The holders of Notes that are not listed on the Interest Rate Market of the JSE will have no recourse against the JSE and/or the BESA Guarantee Fund. Claims against the BESA Guarantee Fund may only be made in respect of the trading of the Notes listed on the Interest Rate Market of the JSE and in accordance with the rules of the BESA Guarantee Fund.

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DEALER AND PLACING ARRANGEMENTS

Placing Arrangements

A Tranche of Notes may be offered by way of public auction or private placement or any other means permitted by Applicable Law, as determined by the Issuer and the relevant Dealer(s).

In terms of (and subject to) the Programme Agreement, the Issuer has appointed Nedbank Capital, a division of Nedbank Limited, as Arranger and Debt Sponsor of the Programme and as a Dealer for the duration of the Programme (subject to the Issuer’s right to terminate the appointment of the Arranger and/or any Dealer). In terms of (and subject to) the Programme Agreement, the Issuer has appointed Absa Capital, a division of Absa Bank Limited, and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking Division, as a Dealer for the duration of the Programme (subject to the Issuer’s right to terminate the appointment of any Dealer). The Issuer may, in terms of (and subject to) the Programme Agreement, appoint one or more other Dealers for the duration of the Programme or to place one or more Tranches of Notes (subject to the Issuer’s right to terminate the appointment of any Dealer).

In terms of (and subject to) the Programme Agreement, the Issuer may from time to time agree with any Dealer(s) to issue, and any Dealer(s) may agree to subscribe and pay for and/or to use reasonable commercial endeavours to procure the subscription and payment for (place), one or more Tranches of Notes by entering into a Relevant Dealer Agreement (as defined in the Programme Agreement) (Relevant Dealer Agreement). Each Relevant Dealer Agreement will be concluded in accordance with, and be supplemental to, the Programme Agreement.

A Relevant Dealer Agreement will, among other things, provide for the Dealer(s), subject to certain conditions set out in the Relevant Dealer Agreement (as read with the Programme Agreement), to place the Notes in the Tranche(s) of Notes designated in the Relevant Dealer Agreement, and may also provide for the Dealer(s) to underwrite the subscription and payment for such Notes.

On the Issue Date, delivery of the Notes in a Tranche of Notes which is held in the CSD to the subscribers of such Notes will be effected by the Issuer’s CSD Participant, against payment of the Issue Price, in accordance with the Applicable Procedures. The Dealer(s) may procure sale and purchase transactions in respect of Notes before the Issue Date. Such transactions will be for settlement on the Issue Date and will be subject to the condition that the Relevant Dealer Agreement is not terminated before the time on which such transactions are to be settled on the Issue Date. If the Relevant Dealer Agreement is terminated before the Issue Date, the transactions in such Notes shall also terminate and no party thereto shall have any claim against any other party as a result of such termination.

South African Selling Restrictions


Prior to the issue of any Tranche of Notes under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Notes will be required to represent and agree that:

a) it will not solicit any offers for subscription for or sale of the Notes in that Tranche of Notes, and will itself not sell Notes in contravention of the Companies Act, the Banks Act, the Exchange Control Regulations and/or any other Applicable Laws and regulations of South Africa in force from time to time;

b) it will not make an “offer to the public” (as such expression is defined in the Companies Act) of the Notes in that Tranche (whether for subscription, purchase or sale) in South Africa (and, accordingly, this Programme Memorandum does not, nor is it intended to, constitute a “prospectus” (as contemplated in the Companies Act));

c) to the extent (and for as long as) the restrictions relating to Disqualified Persons are applicable (see Condition 24), it will not solicit any offers for subscription for (or sale of) the Notes or offer for sale or subscription or sell any Notes, directly or indirectly, to any Disqualified Person, and it will take all reasonable measures available to it (if any) to ensure that no Note is purchased by or sold to or held or owned by any Disqualified Person.

Notes will not be offered for subscription or sale to any single addressee for an amount of less than R1,000,000.

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Off-shore Selling Restrictions


The selling restrictions (as summarised under “United States of America”, “European Economic Area” and “United Kingdom” below) may not be relevant to the extent (and for as long as) Notes may not be acquired or beneficially held or owned by any Disqualified Person (see Condition 24) but may be relevant if (and to the extent that) the restrictions relating to Disqualified Persons are no longer applicable.

United States of America

The Notes have not been and will not be registered under the United States Securities Act, 1933, as amended (the Securities Act). The Notes may not be offered or sold within the United States of America or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Prior to the issue of any Tranche of Notes under the Programme, each Dealer who has (or will have) agreed to place that Tranche of Notes will be required to represent and agree that it has not offered, sold, resold or delivered any Notes in that Tranche and will not offer, sell, resell or deliver any such Notes within the United States of America or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer who, prior to the issue of any Tranche of Notes under the Programme, has (or will have) agreed to place that Tranche of Notes will be required to represent and agree that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), it has not made and will not make an offer of any of such Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospective Directive;

b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in sub-paragraphs (a) to (c) inclusive above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this section headed “European Economic Area”:

a) offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive;

b) Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State;

c) 2010 PD Amending Directive means Directive 2010/73 EU.

United Kingdom


a) in relation to any such Notes having a maturity of less than one year:

a. it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and

b. it has not offered or sold and will not offer or sell any such Notes other than to persons:

1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

2) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal

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or agent) for the purposes of their businesses

where the issue of such Notes would otherwise constitute a contravention of section 19 of the United Kingdom Financial Services and Markets Act, 2000 (the FSMA) by the Issuer;

b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any of such Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any of such Notes in, from or otherwise involving the United Kingdom.

Changes to Selling Restrictions

The selling restrictions set out in “South African Selling Restrictions” and (where applicable) “Off-shore Selling Restrictions” above may, in relation to any Tranche/s of Notes, be changed by the Issuer and the relevant Dealer(s), including following a change in, or clarification of, a relevant law, regulation, directive, request or guideline having the force of law or compliance with which is in accordance with the practice of responsible financial institutions in the country or jurisdiction concerned or any change in or introduction of any of them or in their interpretation or administration. Any such change will be set out in the Pricing Supplement/s relating to the relevant Tranche/s of Notes.

General


a) it will (to the best of its knowledge and belief) comply with all Applicable Laws and regulations in force in each jurisdiction in which it purchases, subscribes or procures subscriptions for, offers, sells or re-sells any of such Notes or has in its possession or distributes the Programme Memorandum and will obtain any consent, approval or permission required by it for the purchase, subscription, offer, sale or re-sale by it of any such Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, subscriptions, offers, sales or re-sales; and

b) it will comply with such other or additional restrictions as the Issuer and such Dealer agree and as are set out in the Pricing Supplement.

Neither the Issuer nor any of the Guarantors nor any of the Dealers represent that Notes may at any time lawfully be subscribed for or sold in compliance with any applicable registration or other requirements in any jurisdiction or pursuant to any exemption available thereunder or assume any responsibility for facilitating such subscription or sale.

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SOUTH AFRICAN TAXATION

The information below is intended as a general guide to the position under the Taxation law of South Africa as at the Programme Date. The contents of this section of the Programme Memorandum headed "South African Taxation" do not constitute (and are not intended as) advice and do not purport to describe all of the considerations that may be relevant to a potential investor in the Notes. Potential investors in the Notes should, before making an investment in the Notes, consult their own professional advisers as to the potential tax consequences of, and their tax positions in respect of, an investment in the Notes.


Certain of the Taxation provisions (as summarised below) may not be relevant to the extent (and for as long as) Notes may not be acquired or beneficially held or owned by any Disqualified Person (see Condition 24) but may be relevant if (and to the extent that) the restrictions relating to Disqualified Persons are no longer applicable.

Income Tax

Position as at the Programme Date

Under Taxation law effective in South Africa as at the Programme Date a "resident" (as defined in section 1 of the Income Tax Act) (Resident) will, subject to any available exemptions, be liable to income tax on his/her world-wide income. Accordingly, a Noteholder who is a Resident will be liable to pay income tax, subject to available exemptions, on any income received or accrued in respect of the Notes held by that Noteholder in any relevant year of assessment of that Noteholder.

A non-Resident is taxed in South Africa under the Income Tax Act only on income from a source within or deemed to be within South Africa. A non-Resident is a person who or which is not a Resident. Interest which is received or accrued in respect of the Notes during any year of assessment to any non-Resident Noteholder of such Notes will be exempt from income tax under the Income Tax Act, unless that person:

c) is a natural person who was physically present in South Africa for a period exceeding 183 calendar days in aggregate during that year of assessment; or

d) at any time during that year of assessment, carried on business through a permanent establishment in South Africa.

Nature of any original issue discount or premium

Any original issue at a discount to the Principal Amount of the Notes will, in terms of section 24J of the Income Tax Act, be treated as interest for tax purposes, and the discount income will be deemed to accrue to the Noteholder on a yield to maturity basis as if such Noteholder were to hold the Notes until maturity. Any original issue premium over the Principal Amount of the Notes will also be treated as interest for tax purposes, and will be deemed to have been incurred by the Noteholder on a yield to maturity basis as if such Noteholder were to hold the Notes until maturity.

Capital Gains Tax

Capital gains tax applies to any capital gain earned on the disposal or deemed disposal of an asset by a Resident. Accordingly, any disposal of the Notes by a Resident Noteholder may be subject to capital gains tax. Capital gains tax will not be levied in relation to the disposal of any Notes by a non-Resident unless such Notes comprise assets which are attributable to a permanent establishment of that non-Resident in South Africa during the relevant year of assessment.

Withholding Tax

Under taxation law effective in South Africa as at the Programme Date, all payments made under the Notes to Noteholders will be made free of withholding or deduction for or on account of any Taxes.

However, in terms of section 58 of the South African Taxation Laws Amendment Act, 2010, a new withholding tax on interest (Withholding Tax) is expected to be introduced in South Africa, with effect from 1 January 2013, as Part IA of the Income Tax Act (Part 1A). In terms of Part IA, the Withholding Tax will be a final tax and will be levied at a rate of 10% in respect of “interest” paid to non-Residents.

In terms of the wording of Part IA as at the Programme Date, subject to any Withholding Tax relief provided for (or to be provided for) in the case of any applicable double tax treaty, the Withholding Tax will be applicable to, and imposed in respect of, any payments made under the Notes to non-Resident Noteholders to the extent that such payments fall within the scope of the definition of the term “interest” for purposes of section 24J of the Income Tax Act.

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The wording of Part IA may be amended prior to the implementation of Part IA.

Securities Transfer Tax

As at the Programme Date, no securities transfer tax is payable, in terms of the Securities Transfer Tax Act, 2007, in respect of the issue, transfer or redemption of the Notes. Any future transfer duties and/or taxes that may be introduced in respect of (or be applicable to) the transfer of Notes will be for the account of Noteholders.

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SOUTH AFRICAN EXCHANGE CONTROL

The information below is intended to be a general guide to the position under the Exchange Control Regulations as at the Programme Date. The contents of this section of the Programme Memorandum headed "South African Exchange Control" do not constitute (and are not intended as) advice and do not purport to describe all of the considerations that may be relevant to a potential investor in the Notes. Potential investors in the Notes should, before making an investment in the Notes, consult their own professional advisers.


The provisions in the Exchange Control Regulations (as summarised below) may not be relevant to the extent (and for as long as) Notes may not be acquired or beneficially held or owned by any Disqualified Person (see Condition 24) but may be relevant if (and to the extent that) the restrictions relating to Disqualified Persons are no longer applicable.

General

The issue of a particular Tranche of Notes may require the prior written approval of the Exchange Control Authorities in terms of the Exchange Control Regulations. Dealings in such Notes and the performance by the Issuer of its obligations under such Notes and the applicable Terms and Conditions may be subject to the Exchange Control Regulations. The issue of the Guarantee by the Guarantors has been approved by the Exchange Control Authorities in terms of the Exchange Control Regulations.

Blocked Rand

Blocked Rand may be used for the subscription for or purchase of Notes. Any amounts payable by the Issuer in respect of the Notes subscribed for or purchased with Blocked Rand may not, in terms of the Exchange Control Regulations, be remitted out of South Africa or paid into any non-South African bank account.

Emigrants from the Common Monetary Area

Any Individual Certificates issued to Noteholders who are emigrants from the Common Monetary Area will be endorsed “emigrant”. Such restrictively endorsed Individual Certificates shall be deposited with an authorised foreign exchange dealer controlling such emigrant’s blocked assets.

In the event that a Beneficial Interest in Notes is held by an emigrant from the Common Monetary Area through the CSD, the securities account maintained for such emigrant by the relevant CSD Participant will be designated as an “emigrant” account.

Any payments of principal and/or other amounts due to a Noteholder who is an emigrant from the Common Monetary Area will be deposited into such emigrant Noteholder’s Blocked Rand account, as maintained by an authorised foreign exchange dealer. Such amounts are not freely transferable from the Common Monetary Area and may only be dealt with in terms of the Exchange Control Regulations.

Non-residents of the Common Monetary Area

Any Individual Certificates issued to Noteholders who are not resident in the Common Monetary Area will be endorsed “non-resident”. In the event that a Beneficial Interest in Notes is held by a non-resident of the Common Monetary Area through the CSD, the securities account maintained for such Noteholder by the relevant CSD Participant will be designated as a “non-resident” account.

It will be incumbent on any such non-resident Noteholder to instruct the non-resident’s nominated or authorised dealer in foreign exchange as to how any funds due to such non-resident in respect of Notes are to be dealt with. Such funds may, in terms of the Exchange Control Regulations, be remitted abroad only if the relevant Notes are acquired with foreign currency introduced into South Africa and provided that the relevant Individual Certificate has been endorsed “non-resident” or the relevant securities account has been designated as a “non-resident” account, as the case may be.

For purposes of this section of the Programme Memorandum headed “South African Exchange Control”:

Blocked Rand means funds which may not be remitted out of South Africa or paid into a bank account outside South Africa;

Common Monetary Area means the Republics of South Africa and Namibia and the Kingdoms of Lesotho and Swaziland;

Exchange Control Authorities means the Financial Surveillance Department of the South African Reserve Bank.

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GENERAL INFORMATION

Authorisation

All consents, approvals. authorisations or other orders of all regulatory authorities required by the Issuer under the laws of South Africa as at the Programme Date have been given for the execution of this Programme Memorandum, the issue of Notes under the Programme Memorandum and for the Issuer to undertake and perform its obligations under the Programme Agreement, the Representative Agreement, the Paying Agency Agreement and the Transfer Secretary Agreement.

All consents, approvals, authorisations or other orders of all regulatory authorities required by the Guarantors under the laws of South Africa, England and Wales or the Netherlands, as the case may be, as at the Programme Date have been given for each of the Guarantors to undertake and perform its obligations under the Guarantee, the Representative Agreement, the Paying Agency Agreement and the Programme Agreement.

Listing

This Programme Memorandum has been approved by the JSE. A Tranche of Notes may be listed on the Interest Rate Market of the JSE. Unlisted Notes may also be issued under the Programme. Unlisted Notes are not regulated by the JSE. The Pricing Supplement will specify whether or not a Tranche of Notes will be listed or unlisted.

Commercial Paper Regulations

The issue of a Tranche of Notes under the Programme, pursuant to this Programme Memorandum (as read with the Pricing Supplement) must comply with the Commercial Paper Regulations. The information required to be disclosed in terms of paragraph 3(5) of the Commercial Paper Regulations will be set out in Annexure “A” to the Pricing Supplement (except where such information is disclosed in this Programme Memorandum and/or the Pricing Supplement).

Where this Programme Memorandum and/or any Pricing Supplement is distributed and/or made available for inspection in South Africa, a copy of the Issuer’s latest audited annual financial statements will at all times separately accompany (either by electronic delivery or by physical delivery) this Programme Memorandum and/or that Pricing Supplement, as required by the Commercial Paper Regulations.

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For: UNILEVER SOUTH AFRICA (PROPRIETARY) LIMITED

By: _________________________________ By: _________________________________

Name: Name:

Capacity: Director, duly authorised Capacity: Director, duly authorised

Date: [] [] 2011 Date: [] [] 2011

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ISSUER

Unilever South Africa (Proprietary) Limited(Registration Number 1939/012365/07)

15 Nollsworth CrescentLa Lucia Ridge Office Estate

La Lucia, 4051South Africa

GUARANTORS

Unilever PLC(incorporated with registered number

41424 in England and Wales)Unilever House, Black-friars

London EC4P 4BQEngland

Unilever N.V.(having its corporate sear in Rotterdam,

The Netherlands)Weena 455,

3013 AL, Rotterdam, The Netherlands

Robertsons Holdings (Proprietary) Limited

(Registration Number 1982/081281/07)Carpe Diem Office Park

Quantum StreetTechno Park,

Stellenbosch, 7600South Africa

ARRANGER AND DEBT SPONSOR

Nedbank Capital, a division of Nedbank Limited(Registration Number 1951/000009/06)

135 Rivonia RoadSandton, 2196South Africa

Contact: Mr Bruce Stewart Telephone: 011 294 4481

Fax: 011 759 8924

DEALERS

Nedbank Capital, a division of Nedbank Limited

(Registration Number 1951/000009/06) 135 Rivonia Road

Sandton, 2196South Africa

Contact: Mr Bruce Stewart Telephone: 011 294 4481

Fax: 011 759 8924

Absa Capital, a division of Absa Bank Limited

(Registration Number 1986/004794/06)15 Alice LaneSandton, 2196South AfricaContact: []

Telephone: 011 []Fax: 011 []

The Standard Bank of South Africa Limited,

acting through its Corporate and Investment Banking division

(Registration Number 1962/000738/06)5th Floor, Standard Bank Centre

3 Simmonds StreetJohannesburg, 2001

South AfricaContact: Mr A Costa

Telephone: 011 378 7008Fax: 011 378 7009

REPRESENTATIVE

Maitland Trustees (Proprietary) Limited(Registration Number 1999/002503/07)

32 Fricker Road Illovo Boulevard

llovo, 2196South Africa

Telephone: 011 []Fax: 011 []Contact: []

PAYING AGENT

Nedbank Limited(Registration Number 1951/000009/06)

Braampark Forum IV, 2nd Floor 33 Hoofd Street

Braamfontein, 2001South Africa

Contact: Lammie Botha/Liza du Toit

TRANSFER AGENT

Computershare Investor Services (Proprietary) Limited(Registration number 2004/003647/07)

Ground Floor70 Marshall Street

Johannesburg, 2001South AfricaContact: []

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LEGAL ADVISERS TO THE ISSUER AND THE ARRANGER

Norton Rose South Africa(incorporated as Deneys Reitz Inc.)

(Registration Number 1984/003385/21)15 Alice Lane

SandownSandton, 2196South Africa

Contact: Ms J KingTelephone: 011 685 8990

Fax: 011 535 5328

AUDITORS TO THE ISSUER

PricewaterhouseCoopers Incorporated (Registration Number 1998/012055/21)

102 Stephen Dlamini RoadBerea

Durban, 4001South Africa

Contact: Mr Mike Jones

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