AGM Statement - Replacement

Unilever PLC
07 May 2003


The following replaces the AGM Statement released today at 11.00 hrs under RNS
7831K.

The change has been made to track speech delivery.


                     ADDRESS TO UNILEVER PLC ANNUAL MEETING
                       BY NIALL FITZGERALD KBE, CHAIRMAN,
                              WEDNESDAY MAY 7 2003
                                        
This morning I would like to deal with three broad issues. First, a review of
our performance in 2002.

Then I'd like to say something about the new shape of Unilever which is emerging
during the implementation of our strategy, Path to Growth.

And lastly, some thoughts on the current environment and the contribution that
major international businesses such as ours can and should make to promoting
prosperity and, perhaps, stability in the communities in which we operate.

PERFORMANCE IN 2002
Turning to our results in 2002, I'm delighted to report that the year was one of
Unilever's best, despite the turbulence in many of our markets.

Every aspect of our performance during 2002 gives us confidence that we will
achieve our stated aims of accelerated growth, enhanced operating margins and
double digit earnings each year through to 2004.

We sustained the growth of our leading brands in the 5% - 6% range and, most
importantly, these leading brands now represent almost 90% of our turnover.

Both in terms of sales and margin, we increased momentum throughout the course
of 2002 and finished strongly, to provide the platform for sustained growth this
year and beyond.

Our performance in increasing operating margin is particularly notable - it
moved ahead by a full percentage point to almost 15%, a record high.

And all this was despite investing a record amount behind our brands in
advertising and promotion - this expenditure was up 8.5% on the previous year.
Advertising and promotion or A&P, is one of the few areas of cost where we are
happy to see a rise each year!

Tying this performance back to our Path to Growth targets, it's worth
remembering that in 2000 our leading brands accounted for just 75% of our
turnover. As I said, they're currently at 90% and we fully expect them to
account for 95% of group sales by the end of 2004.

In terms of financial performance we kept our focus on generating cash through
all aspects of our business activity.

Net proceeds from divestment of non-core activities included a billion Euro from
the sale of DiverseyLever, our institutional cleaning business. Other
divestments included Mazola in North America and Loders Croklaan in Europe.

Strict control on capital spending and rigorous attention to working capital all
meant that cashflow from operations is now running at nearly €8 billion, or over
£5 billion, each year - another record for the business.

This enabled us to reduce our net borrowings from over €23.2 billion to €17
billion at year-end. We continued progress in paying back the money we borrowed
to fund the purchase of Bestfoods, Slim.Fast, Ben & Jerry's and Amora Maille.

Turning to the bottom line, earnings per share grew 21% in 2002, comfortably
exceeding our annual target of low double-digit growth which, you may recall, we
raised twice during the course of the year.

As a result, on a one-year basis, the total return earned for shareholders -
that is the total of dividends paid and the increase in the share price - put us
into the top third of our peer group of 21 competitor companies for the second
year running. Our target is to occupy a position in that top third on a
three-year average basis.

So that was the year. A year in which the global economy grew only slowly and
which provided a tough environment in which to operate. However, against this
un-promising background, our business showed its resilience in tough times and
our strategy showed that it is indeed the right recipe, for good times or bad.
But above all, all our people used their skill, experience and total
determination to deliver this outstanding business result. We should not
underestimate the real effort, commitment and in many cases sacrifice that the
enormous changes demanded by our strategy have required of our colleagues
world-wide. They have our, and I'm sure your, gratitude.

NEW SHAPE
Let me now turn to the changed Unilever that is emerging as part of the Path to
Growth strategy and our drive to secure and build our company's position in
world markets.

At the outset of Path to Growth, we envisaged a business of a very different
kind from the traditional Unilever that we grew up with. The work continues, but
we are already a less complex and more focussed business with, a number of key
characteristics.

Let me describe three of the most telling: Brand Focus, Connecting with
Consumers and Innovation.

Our Brand Focus has attracted a lot of comment in the media since it was
announced almost three years ago. So let me just sketch in the broad picture.

Our leading brands represent the core of our business and total some 400 brand
names which in reality are 200 brand positions. These brands are made up of
global brands and what we call local jewels.

Most importantly, no less than 14 of our global brands now have a turnover in
excess of 1 billion Euro. Ten years ago we had only one brand with sales in
excess of that figure. Indeed, many comfortably exceed the billion Euro level,
like Knorr with sales over €3 billion and Dove at more than €2 billion each
year.

And this is not an exclusive club. Membership is open to all our brands! And the
challenge to all our managers is, who will be next? Indeed, during 2002
Slim.Fast and Sunsilk joined the club. There is no limit on how many members we
can have.

Consumer Connection: Our markets are characterised by some very clear consumer
trends. These include the increasing role of a careful diet - Healthy and
Nutritious - coupled with a search for convenience and time saving, and all this
without sacrificing the need for quality or value.

In the area of personal care and hygiene, consumers demand outstanding products
for the support of a vital and healthy lifestyle, again, all as part of a value
for money package.

Of course there is increasing competition for share of the consumers' wallet.
Retailers' own brands and new technologies constantly challenge the value chain
of all companies and industries - and ours is no exception.

We have re-shaped our portfolio in order to focus on those businesses where we
have scale, leading share positions and the potential for sustained profitable
growth.

Our HPC division contains some of the most electrifying examples of the success
of this strategy. For example, I've mentioned Sunsilk; this brand is undergoing
a European relaunch, re-appearing in markets like the UK from which it's been
absent for too long. It is already No 1 in South East Asia and Latin America.

New innovations helped Dove achieve over 25% growth for the fourth successive
year. For a global brand in excess of €2 billion this is an unprecedented
performance.

Innovation: Our simplified structure also enables us to move more quickly. This
has a major impact on our ability to innovate. For instance, we now have fewer
but much bigger innovation projects than ever before.

Also, we are growing our brands outside their existing geographic and category
boundaries. You will remember that Dove began as a cleansing bar in the USA and
is now also a shampoo, a deodorant and a skin care product throughout the world.
In fact it has become an iconic global personal care brand. And, Bertolli, which
started life as an olive oil, is now a multi-million spreads, dressings and
sauces brand.

But the explosion of innovation is not always science based - often it is
inspiration based.

You may have already seen advertising for Magnum's 7 Deadly Sins - a limited
edition of the brand, building on the reputation for indulgence enjoyed by all
good ice cream.

We've seen the first two in this tempting range - Sloth and Lust. The next two,
Gluttony and Greed have just reached the shops. The other three will be reaching
you soon. So Jealousy, Revenge and Vanity are lying in wait.

This brilliant idea didn't come from a Committee, rather from the imagination of
a young team of marketing managers. And I should emphasise that this campaign is
notan encouragement or endorsement of sin but provides a harmless yet indulgent
alternative whenever you aretempted.

But of course, just as Unilever changes, so changes the world.

BUSINESS ENVIRONMENT
Whilst we believe we're keeping in step with our consumers in the high street
and with our customers in the trade, the agenda that society sets for business
also moves on.

This brings me to the evolving environment in which we operate and the
developing expectations of companies such as your own.

There are two areas where these expectations currently crystallise that I'd like
to discuss. First, the way in which companies order themselves and are held
accountable - the Governance debate. Second, the manner in which they use their
power, influence and wealth in societies, particularly those societies where
prosperity remains an aspiration rather than a reality.

The governance debate has been much in the news in the United Kingdom this year
with the Higgs and Smith reports. Plus the legislation in the US following the
Enron and Worldcom fiascos.

Unilever has a long history of commitment to the highest standards of corporate
governance. We think constantly about our governance structures and practices -
particularly so because in the context of dual parent structure, some of the
simpler rules and practices can't easily be applied to us.

We believe that transparency and accountability lie at the heart of good
corporate governance. Only if you have transparency can you engender trust - and
it is trust, trust of the management, its policies, of the employees and what
they do, that is the essential bedrock of economic success.

Just as we have always done, we test our structures against shareholder
expectations both in this country, the Netherlands and beyond, to ensure that
transparency, accountability and trust characterise the way your business is
run.

Currently, as I said in my letter to you, we are reviewing our governance
structure in the light of developments not only in the UK but, critically, in
the USA - where we are also a listed company - and we are also following the
progress of the Tabaksblat Committee's deliberations in the Netherlands.

Depending on the progress of some of these initiatives we anticipate concluding
our review before the year end and if we determine change is in the shareholders
interest and commands their support - then we will bring those changes forward
to you at the next AGM.

But we are not only alert to how we do things in the Board Room - it's how we
behave in the societies in which we operate where we'll inevitably be judged.

COMMUNITY COMMITMENT
One aspect of our commitment to the Community is, of course, our commitment to
the community of Unilever employees and pensioners - which finds expression
through the medium of our pension schemes - operated by our companies around the
world.

Our policy is that these schemes should be aligned with best practice in the
relevant country.

In the United Kingdom I am proud to repeat the assurance previously given, that
we will continue to operate the 'final salary' or 'defined benefit' scheme
currently in place. This is our intention for the foreseeable future. To
underpin this commitment you will be aware that both company and employee
contributions have been re-introduced this year. This has been welcomed as a
realistic response to the pension challenge faced by all.

Our commitment to the communities in which we operate is, for us, a hard-edged
business issue. And it has always been. The success of Unilever depends on the
health of society. We are interdependent. That is the business reason why we
have always sought to be a responsible corporate citizen and are committed to
environmental sustainability.

In recent times our efforts have been publicly recognised by others - and I
mention this not as some idle boast but because it is a source of pride to all
our people and I want them to be recognised for what they have achieved.

In the last twelve months:-

        - We were ranked 12th (up from 47th) in the FT's survey of the World's
        Most Respected Companies, and 1st in the Food and Beverage category;

        - Management Today placed us 4th (up from 13th) in its Britain's Most
        Admired Companies survey;

        - We were the first recipients of the UK Government's Castle Award, as
        the company that has done most to create an equal opportunity workplace;

        - And for the fourth year running we led our market sector in the Dow
        Jones sustainability index.

In all areas we must work harder and improve faster and continuously search for
new learnings but, at the end of a turbulent year for corporate reputations, I
would not do justice to my Unilever colleagues if I did not acknowledge their
continued commitment to responsible business leadership.

We've talked a lot about social responsibility both in this meeting and
elsewhere, but I want to assure you again that in Unilever, these are not just
empty words. We will continue to work for ever closer ties to the communities in
which we operate and which we serve.

INTERNATIONAL ROLE
By the same token there is a bigger challenge facing us as one of the world's
major international businesses. The events of the past six months have cast a
long shadow over many of the institutions upon which economic growth and
development has come to depend since the Second World War.

International corporations such as our own have a part, to play in helping to
rebuild some of the bridges and to encourage an international approach to
tackling the issues we face.

The fundamental of our business is the number of people eating, cleaning and
grooming. 85% of those people are in the developing world where our business has
almost doubled in the past dozen years. By including those that are now excluded
from economic activity, business can help improve the quality of life.
Individual companies, like ours, can take actions where they have expertise to
tailor products to the needs of low income consumers - for example our hygiene
and functional food products for poor consumers in Africa, Latin America and
Asia.

But while business can contribute on its own, more fundamental action is
required to improve the international institutions and frameworks, especially
the promotion of trade. Open trade spreads prosperity, extends opportunity and
raises standards of living across the planet. It creates new markets for
business. It creates new jobs. It encourages fair competition, improving the
quality of products and services. It even supports democracy. It has, and must
continue, to underpin prosperity and freedom for all our citizens. Yes, there
are legitimate concerns about spreading the benefits of increased trade more
evenly and equitably. But it is doubtful that, without an increase in trade and
international economic integration, many of our shared social and environmental
objectives can be obtained.

The twenty-fold increase in world trade in the past 50 years has been the single
most important factor in driving economic growth and increasing prosperity.
Stimulating economic growth in developing countries is essential to enable
sustained economic growth globally. It is in the mutual interest of developed
and developing nations. It is also key to sharing the benefits of global
prosperity more equitably. Four out of five of the world's citizens live in the
developing world. For the developed world to defend prosperity it must make a
serious commitment to address poverty in the developing world, poverty of
resource hope and opportunity. Trade and trade supporting aid, are the most
effective ways to attack poverty.

This is why there is now an urgent need to move forward on trade, to agree the
Doha Development Agenda, and to conclude the new trade round by 2005. And we
will continue to press, privately and publicly for progress in these areas as a
matter of urgency.

So what of the outlook for our business in 2003?

OUTLOOK 2003
While we have had a slower than expected start to the year in terms of sales, we
remain comfortable that our plans will deliver the targets we have given for
both leading brand and earnings growth for the full year.

We are benefiting from a single-minded purpose which runs throughout this
business and is exhibited in everything our people think, say, and do.

They are determined, as am I, that we will deliver on what we have promised.

                                     -o0o-

May 7 2003


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