Unilever Amended Pm Jse

Consolidated and UpdatedProgramme 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

(incorporatedwith limited liability with registered number 41424 in England and Wales)

and

UNILEVER N.V.

(having its corporatesear 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 3September 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 3September 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 andConditions), 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 bythe 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 betraded by or through members of the JSE, from the date specified in the Pricing Supplement, in accordance with the ApplicableProcedures.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

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 thatthis 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 Dealersnor any person/s who is/are “related” or “inter-related” (each as defined in the Companies Act, 2008) to, respectively, the JSE, theDebt Sponsor, the Arranger and/or the Dealers(together, the Related/Inter-related Persons) nor the professional advisers of, respectively, the JSE, theDebt 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 orthe 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 Personsor theProfessional 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 representationother 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 Personsorthe 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 Notesis 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 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/orthe Notes should subscribe for or purchase any Notes.

Eachperson 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 Guarantorsand 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 Supplementnor 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 Guarantorsor 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”).Theselatter 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 Advisersrepresent that this Programme Memorandum and/or any Pricing Supplementmay be lawfully distributed, or that any Notes may be lawfully offered, purchased or subscribed forin 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 Adviserswhich 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 Notesmay 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 Memorandumand/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, transfer or deliver Notes or have in their possession or distribute this Programme Memorandumand/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 orthe 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 supportingthe market price of the Notes in the same Series as thatTrancheof 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.