AGREEMENT AND PLAN OF MERGER Dated as of September 27, 2010, Among UNILEVER N.V.,* UNILEVER PLC,* CONOPCO, INC., ACE MERGER, INC. And ALBERTO-CULVER COMPANYMerger Agreement • October 7th, 2010 • Unilever N V • Food and kindred products • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 27, 2010, among UNILEVER N.V., a Netherlands corporation (“NV”), solely with respect to Section 5.10 hereof, UNILEVER PLC, a company incorporated under the laws of and registered in England (“PLC”), solely with respect to Section 5.10 hereof, CONOPCO, INC., a New York corporation (“Parent”), ACE MERGER, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ALBERTO-CULVER COMPANY, a Delaware corporation (the “Company”).
ContractStockholder Agreement • October 7th, 2010 • Unilever N V • Food and kindred products • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of September 27, 2010, by and among CONOPCO, INC., a New York corporation (“Parent”), and the individuals and other parties listed under the caption “Stockholders” on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k)Joint Filing Agreement • October 7th, 2010 • Unilever N V • Food and kindred products
The undersigned acknowledge and agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit (the “Statement”) is filed on behalf of each of the undersigned and that all subsequent amendments to the Statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the other parties hereto, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
