Puccini/ekaterra

1. Summary

1.1. The proposed merger relates to the acquisition of sole control by Puccini Bidco B.V. a Dutch private limited company incorporated in the Netherlands, having its registered office at Schiphol Boulevard 369, 1118BJ Schiphol, Netherlands (the "Acquirer" or "Puccini"), of ekaterra B.V., a Dutch private limited company incorporated in the Netherlands, having its registered office at Weena 455, 3013AL Rotterdam, Netherlands(the "Target") (together the "Parties") from Unilever International Holdings B.V., a Dutch private limited company incorporated in the Netherlands, having its registered office at Weena 455, 3013AL Rotterdam, Netherlands (the "Seller") (the "Proposed Merger").

1.2. The Seller being desirous of divesting from its tea business incorporated the Target and its subsidiaries and carved out the tea business in all existing jurisdictions (except India, Indonesia and Nepal as well as RTD tea) into the different Target entities with the Target as the holding company. On 18 November 2021, pursuant to a Share Purchase Agreement (the SPA), the Acquirer, purchased from the Seller the entire issued share capital of the Target, thereby gaining control over the Target and its subsidiaries, including its Nigerian subsidiary, Unilever Tea MSO Nigeria Limited ("ekaterra Nigeria").

2. The Parties

2.1. The Acquirer The Acquirer is a special purpose vehicle ("SPV") established for the purposes of the Proposed Merger and does not conduct any business activity or generate any revenue in Nigeria. The Acquirer is indirectly ultimately controlled by CVC Capital Partners SICAV-FIS S.A. ("CVC"), through certain CVC Funds (as defined below).

2.1.1. CVC The "CVC Network" consists of CVC and its subsidiaries, and CVC Capital Partners Advisory Group Holding Foundation and its subsidiaries, which are privately-owned entities whose activities include providing investment advice, to and/or managing investments on behalf of, certain investment funds and platforms. Further information about CVC is available at: www.cvc.com.

2.2. The Target The Target is an indirect wholly owned subsidiary of Unilever PLC ("Unilever"). The Target and its subsidiaries, including ekaterra Nigeria (together the "Target Group") carry out a tea business, consisting of the cultivation, processing and supply of leaf tea, the researching and developing, manufacturing, producing, packaging, packing, marketing, distributing and selling of tea products worldwide, excluding India, Indonesia and Nepal, and excluding Unilever's interests in the PepsiLipton joint ventures with Pepsico in relation to ready-to-drink ("RTD") tea. Further information about the Target is available at: https://ekaterratea.com/.

2.2.1. Targets Nigerian Subsidiary ekaterra Nigeria, an indirect Nigerian subsidiary of the Target, was incorporated and carries on a tea business in Nigeria. 2.3. The Seller The Seller is part of Unilever which is a global consumer goods companies. For clarity, only the tea business of Unilever carved out and undertaken by the Target is subject of the Proposed Merger. Further information on the Seller is available at: www.unilever.com