Exhibit 4.2

RULES OF THE MAGNUM ICE CREAM COMPANY FOUNDATION PLAN FOR GROWTH

THE MAGNUM ICE CREAM COMPANY N.V.

Table of Contents

Rules of The Magnum Ice Cream Company Foundation Plan for Growth

In these rules:

“Acquiring Company” means a person who has, acquires or otherwise obtains Control of the Company;

“Admission” means the admission of the Shares to public trading following Demerger;

“Annual Salary” means: (i) in respect of an executive director of the Company, their annual fee; and (ii) in respect of an Employee, their annual base salary, in each case as at the date of the Invitation;

“Change of Control” means:

and references to a person obtaining Control include a group of persons acting in concert obtaining Control;

“Company” means The Magnum Ice Cream Company N.V.;

“Control” means, in relation to a company, the right to exercise more than 50% of the votes exercisable at any meeting of that company or to appoint more than half of its directors, whether by virtue of provisions contained in its articles of association or, as the case may be, certificate of incorporation or by-laws, statutes or other constitutional documents or any contract or arrangement with any other persons;

“Dealing Restriction” means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time;

“Demerger” means the date on which the Company ceases to be under the Control of Unilever PLC;

“Directors” means, subject to rule 9.5 (Directors), the board of directors of the Company or any person or persons to whom that board has, from time to time, delegated any of their functions under the Plan;

“Employee” means any employee of a Member of the Group;

“Employer” means the employer of an Employee, or in the case of an executive director of the Company who is not an Employee, the legal entity that has engaged such executive director;

“Employment” means the employment of an Employee, or in the case of an executive director of the Company who is not an Employee, the service of such executive director;

“Exercise Price” means the amount payable for each Share on the exercise of an Option as determined under rule 3.3 (Terms of Options);

“Final Exercise Date” means the seventh anniversary of the date on which an Option is granted;

“Grant Date” means the date set by the Directors for the Option under rule 3.3 (Terms of Options) or, if no such date is set, the date on which the Option is granted;

“Group Company” means a group company within the meaning of Section 2:24b of the Dutch Civil Code (and “Group Companies” shall be interpreted accordingly);

“Holding Period” means the period during which a Holding Requirement applies as set out in Schedule 1 (Holding Requirement through Holding Shares) or Schedule 2 (Holding Requirement through deferred Vesting) (as applicable);

“Holding Requirement” means a requirement that Shares be held during the Holding Period (Schedule 1 (Holding Requirement through Holding Shares)) or a delay in the Vesting of an Option until the end of the Holding Period (Schedule 2 (Holding Requirement through deferred Vesting));

“Holding Share” means a Share which is subject to a Holding Requirement;

“Investment Period” means the period during which any Investment Shares must be acquired in order to receive a Matching Option as described in rule 2.3 (Conditions to grant of Matching Options) and the Invitation;

“Investment Share” means Shares (i) acquired by an Invitee as described in rule 2.3 (Conditions to grant of Matching Options) (and, for the avoidance of doubt, includes any shares, or securities issued to a Participant in respect of Investment Shares as a result of an event described in rule 4.4 (Adjustment of Options)) and (ii) if so determined by the Directors under rule 2.1 (Invitations) and set out in the Invitation, for Invitees other than executive directors of the Company, any Shares otherwise beneficially held by an Invitee which are not subject to any holding period or trading restriction;

“Invitation” means an invitation to acquire Investment Shares and receive Matching Options which includes the details set out in rule 2.1 (Invitations);

“Invitee” means a person whom the Directors have invited to acquire Investment Shares and receive a Matching Option under rule 2.1 (Invitations);

“Malus & Clawback Policy” means the Magnum Ice Cream Company Malus & Clawback Policy as amended from time to time;

“Matching Option” means an Option granted subject to the Invitee acquiring Investment Shares in accordance with their Invitation;

“Matching Ratio” means the ratio of Shares subject to a Matching Option to Investment Shares, as determined in accordance with rule 2.1 (Invitations);

“Maximum Investment Amount” means the maximum amount (which may be expressed as a multiple of up to five times the Invitee’s Annual Salary or as a number of Shares which have an aggregate value of up to five times the Invitee’s Annual Salary) which the Invitee may use to acquire Investment Shares (or be deemed for this purpose to have acquired, where the Directors allow Shares beneficially held to be Investment Shares for Invitees other than executive directors) as determined by the Directors under rule 2.1 (Invitations) and set out in the Invitation;

“Member of the Group” means:

“Normal Vesting Date” means the date set by the Directors for Vesting of an Option under rule 3.3 (Terms of Options);

“Option” means a right to acquire Shares granted under the Plan (and such term may, for the avoidance of doubt, refer to a Matching Option);

“Participant” means a person holding (or who previously held) an Option, or their personal representatives;

“Performance Conditions” has the meaning given in rule 3.4 (Performance Conditions);

“Performance Period” means the period in respect of which a Performance Condition is to be satisfied;

“Plan” means these rules known as The Magnum Ice Cream Company Foundation Plan for Growth, as changed from time to time;

“Shares” means fully paid-up ordinary shares (including interests representing shares) in the capital of the Company;

“Subsidiary” means a subsidiary within the meaning of Section 2:24a of the Dutch Civil Code;

“US Code Section 409A” means Section 409A of the United States Internal Revenue Code of 1986, as amended from time to time, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance;

“US Taxpayer” means a Participant who is a citizen or tax resident of the United States of America or any other Participant to the extent that their Option(s) or any portion thereof is or becomes subject to income taxation under the laws of the United States of America; and

“Vesting” means an Option becoming exercisable and “Vest”, “Vested” and “Unvested” have a corresponding meaning.

In this rule 2, references to Investment Shares acquired by an Invitee (or similar) shall be read to include any Shares which are deemed to have been acquired, where the Directors allow Shares beneficially held to be Investment Shares for Invitees other than executive directors.

The Directors, in accordance with any selection criteria that the Directors in their discretion may set, may invite Employees and executive directors of the Company to acquire Investment Shares and receive the grant of a Matching Option, subject to and in accordance with the terms of an Invitation and the rules of the Plan.

The Invitation will set out, for each Invitee:

the Invitee will be granted a Matching Option, subject to and in accordance with the rules of the Plan from time to time and any conditions set out in the Invitation.

The Directors may decide that an Option (other than a Matching Option) will be granted to anyone who is an Employee on the date of grant in accordance with any selection criteria or conditions under these rules and/or that the Directors in their discretion may set.

An Option may be granted at any time but:

Subject to and in accordance with the above, Matching Options must be granted as soon as practicable after the end of the Investment Period.

Options are subject to the rules of the Plan from time to time and any conditions. The Directors will determine the terms of each Option, including:

The Directors may, and must where this is required under the Company’s remuneration policy for Participants who are executive directors of the Company, make the Vesting of an Option conditional on the satisfaction of a condition or conditions linked to the performance of the Company (“Performance Conditions”). The Performance Conditions, the Performance Periods and the number of Shares under Option subject to the achievement of each Performance Condition will be specified when the Option is granted. The Directors may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Directors reasonably to consider it appropriate to do so.

A Participant is not required to pay for the grant of any Option.

If the Directors grant an Option which is inconsistent with rule 3.1 (Eligibility) or in the case of a Matching Option which is inconsistent with rule 2.3 (Conditions to grant of Matching Options), it will lapse immediately.

If the Directors try to grant an Option which is inconsistent with rule 3.9 (Individual limits) or rule 3.10 (Plan limits), the Option will be limited and will take effect from the date on which it is granted on a basis consistent with those rules.

An Option must not be granted to an executive director of the Company if it would at the proposed Grant Date cause the number of Shares subject to Options to the executive director granted under the Plan to exceed the maximum Matching Ratio set out in the Company’s directors’ remuneration policy from time to time.

The Directors must not grant an Option if the number of Shares committed to be issued under that Option exceeds 10% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Options under the Plan, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years.

For these purposes:

do not count towards this limit; and

Additionally, the Directors must not grant an Option if doing so would exceed their authority to do so granted by the Company’s shareholders from time to time, pursuant to the Company’s Articles of Association.

No Shares will be issued under the Plan if it would cause UK Listing Rule 6.2.22 (shares in public hands) to be breached.

If the Invitee transfers, assigns or otherwise disposes of an Investment Share or any rights in respect of it before the Matching Option has fully Vested, the Matching Option (whether or not Vested) will lapse in full unless, for participants other than the executive directors, the Directors determine otherwise.

This rule 4.1 will not apply to:

A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option until the Shares are issued or transferred to the Participant.

A Participant may not transfer, assign or otherwise dispose of an Option or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 4.3 does not apply:

If there is:

the Directors may adjust the description, number and/or class of Shares or securities subject to the Option and/or the Exercise Price as they determine appropriate.

An Option may be reduced and/or Vesting delayed and/or Shares or cash obtained under the Option may be recovered from the Participant as described in the Malus & Clawback Policy which is deemed to form part of the terms of any Option.

Subject to the Malus & Clawback Policy, rule 6.4 (Holding Requirement – executive directors only), rule 6.3 (Delayed Vesting) and rule 7.7 (Tax), an Option will normally Vest on the latest of:

Without limiting the Malus & Clawback Policy, the Directors may decide that Vesting will be delayed, wholly or in part, if any of the following circumstances apply on the anticipated date of Vesting:

In these cases, Vesting will not occur unless and until the Directors determine that the Option should Vest.

“Disciplinary Action” for the purpose of this rule 6.3, means any enquiry or investigation by any Member of the Group into the conduct, capability or performance of a Participant that may potentially lead to disciplinary action being taken against that Participant, and/or any disciplinary procedure (whether in accordance with any relevant contractual obligation, policy or otherwise) that has been commenced by any Member of the Group against a Participant.

A Matching Option granted to an executive director of the Company will be subject to a Holding Requirement which will normally end on the fifth anniversary of the date of grant. Subject to the following, where a Matching Option is granted subject to a Holding Requirement, the terms of Schedule 1 (Holding Requirement through Holding Shares) will apply. Other than in respect of Matching Options held by US Taxpayers, the Directors may alternatively determine, on or before Vesting, that:

Subject to rule 6.3 (Delayed Vesting) and the Malus & Clawback Policy, an Option can only be exercised to the extent that it has Vested.

To exercise the Option, the Participant must give notice in the prescribed form to the Directors or any person nominated by the Directors and pay the Exercise Price (if any) or make arrangements, satisfactory to the Directors for its payment.

The Directors may determine at any time prior to exercise of an Option that a Participant may exercise their Option without a requirement to pay the Exercise Price per Share. If the Directors make such a determination, the number of Shares received on exercise of the Option will have a market value equal to the market value of the Shares subject to the Option on the exercise date minus the aggregate Exercise Price of the Option, rounded down to the nearest whole number. For these purposes, market value may be determined by reference to share price averaged over a period as specified by the Directors.

Ordinarily within 30 days of a valid exercise of an Option, the Directors will arrange, subject to these rules and any Holding Requirement, for the transfer including a transfer out of treasury or issue to, or to the order of, the Participant, of the number of Shares in respect of which the Option is exercised.

The Directors may decide at any time prior to settlement that an Option will be settled (in whole or in part) by paying to the Participant (subject to rule 7.7 (Tax)) an amount in cash equal (per Share) to the amount by which the market value of all or some of the Shares in respect of which the Option is exercised exceeds the Exercise Price. An Option may be granted on the basis that it will always be cash-settled.

For the avoidance of doubt, any Option subject to a Holding Requirement may only be cash-settled in accordance with this rule 7.6 at or after the end of the applicable Holding Period.

The Directors may decide at any time prior to settlement to settle an Option which consists of a right to receive a cash amount, wholly or partly by the delivery of Shares (subject to rule 7.7 (Tax)). The number of Shares will be calculated by reference to the market value of the Shares on the date of exercise.

Notwithstanding any other provision of this Plan or any other document relating to this Plan, the Participant will bear and be responsible for all taxes, social security contributions and other levies or charges (including any costs of sale) arising out of or in connection with an Option or the acquisition, holding or disposal of Shares or any interest in them and each Participant shall acknowledge that such taxes, social security contributions and other levies or charges may be levied by way of withholding by the Company, any Member of the Group or the trustee of any employee benefit.

If the Company, any Member of the Group or the trustee of any employee benefit trust has any liability to pay or account for any such tax, contribution, levy or charge (including any costs of sale), it will normally meet the liability by selling Shares to which the Participant becomes entitled on their behalf and using the proceeds to meet the liability.

However, the Directors may decide that the liability will, instead, be met by:

In any case where the Company, any Member of the Group or the trustee of any employee benefit trust is assessed with any taxes, social security contributions and other levies or charges (including, but not limited to, wage taxes) in relation to any payments made or deemed to be made by the Company, any Member of the Group or the trustee of any employee benefit trust to the Participant under the Plan, in each case including any interest, fines and/or penalties, the Company, any Member of the Group or the trustee of any employee benefit trust may recover such taxes, social security contributions and other levies or charges, in each case including any interest, fines and/or penalties, from the Participant to the extent permitted by law and the Participant shall indemnify and hold the Company, any Member of the Group or the trustee of any employee benefit trust harmless by paying to the Company, any Member of the Group or the trustee of any employee benefit trust an amount equal to such taxes, social security contributions and other levies or charges, in each case including any interest, fines and/or penalties, promptly upon demand.

Despite anything else in these rules, the Vesting of an Option or the issue or transfer of Shares or any payment of cash may be delayed until the Participant has done all things reasonably required by the Directors to give effect to this rule 7.7.

Subject to the rest of this rule 8, an Option which has not Vested will lapse on the date on which the Participant leaves Employment.

An Option which has Vested will lapse if the Participant leaves Employment in circumstances in which their Employment could have been terminated without notice or otherwise due to the Participant’s misconduct.

Subject to the rest of this rule 8, an Option will not lapse but will continue to Vest and the rules will continue to apply if a Participant leaves Employment due to:

Vesting or exercise of the Option on or after leaving Employment will be subject to rule 8.3 (Events after leaving Employment) and such additional conditions as the Directors may impose.

Unless the Directors decide otherwise, the number of Shares in respect of which the Option Vests will be reduced to reflect the proportion of the period up to the applicable Normal Vesting Date which had elapsed by the date on which the Participant left Employment or to such greater extent as they may determine¹.

The Directors may decide that an Option will lapse, wholly or in part, if, after the Participant has left Employment:

Where a Participant leaves Employment for one of the reasons set out in rule 8.2 (Exceptions), the Directors may decide, in their discretion, that an Option will Vest on the date on which the Participant leaves Employment or on any later date chosen by them.

Where they do so:

¹ Where there is still more than one applicable Normal Vesting Date, each tranche will be calculated separately.

If the Directors, with the agreement of any relevant purchaser, so decide before the event referred to in rule 8.2.2 or 8.2.3 takes effect, Options will not Vest, but will instead be exchanged, and rules 9.4 (Exchange) to 9.7 (Exchange terms) will apply. In applying rules 9.4 (Exchange) to 9.7 (Exchange terms), the “Acquiring Company” will mean the relevant purchaser or any company nominated by the relevant purchaser and approved by the Directors.

If a Participant dies, the Option will Vest on the date of death. If the Option is subject to a Performance Condition, unless the Directors determine otherwise, the Performance Condition(s) will be deemed to have been satisfied at target, where applicable, and the Option will lapse as to the balance.

Following exercise of the Option by the personal representatives in accordance with rule 7.2 (Manner of exercise) the Directors will only arrange for Shares to be issued or transferred, or cash paid to the personal representatives of a deceased Participant, if they have produced such evidence as the Directors may require of their status as such. The receipt of Shares or cash by any person who has produced such evidence will discharge the Directors from any obligation to the Participant or their estate.

If a Participant remains an Employee or executive director of the Company but is transferred to work in another country or changes tax residence status and as a result would:

² Where there is still more than one applicable Normal Vesting Date Period, each tranche will be calculated separately.

then the Directors may decide that an Option will Vest and/or become exercisable on a date they choose before or after the transfer takes effect. The Option will Vest and/or become exercisable to the extent they permit and will lapse as to balance.

the Directors may allow an Option to Vest and become exercisable. The Option will Vest and become exercisable to the extent described in rule 9.2 (Extent of Vesting and exercise) and will lapse as to the balance. The Directors may impose other conditions on Vesting.

Where an Option Vests under rule 9.1 (Early Vesting):

To the extent that the Option does not Vest as a result of this rule 9.2, the Directors may decide that it will be exchanged (wholly or partly) under rule 9.4 (Exchange).

The Option will lapse to the extent not Vested or exchanged under rule 9.4 (Exchange).

An Option will be exercisable to the extent Vested:

³ Where there is still more than one applicable Normal Vesting Date, each tranche will be calculated separately.

and will lapse at the end of that period to the extent that it has not been exercised or exchanged.

An Option will not Vest or become exercisable following an event described in rule 9.1 (Early Vesting) but will be exchanged pursuant to rule 9.7 (Exchange terms) to the extent that:

An Option will also be exchanged under this rule 9.4 if rule 8.5 (Exchange of Options on a sale of Employer) applies.

In this rule 9, “Directors” means those people who were members of the remuneration committee of the Company immediately before the Change of Control.

Where an Option is to be exchanged under rule 9.4 (Exchange) the exchange is effective immediately following the relevant event.

Where a Participant is granted a new Option in exchange for an existing Option, the new Option:

Subject to rule 10.2 (Shareholder approval), the Directors may at any time change the Plan in any way, including changes to the terms of any existing Option which are not to the advantage of the Participant.

The Directors are not required to give Participants notice of any changes unless required to do so by local law.

The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.

Any Member of the Group may rely on and enforce any term of the Plan. Apart from that, (i) nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant; (ii) this Plan does not contain any stipulation in favour of a third party (derdenbeding); and (iii) this Plan does not affect any other right or remedy of a third party.

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares. For the avoidance of doubt, the Company shall be required to send such documents or notices to Participants if and for as long as they are a holder of Shares.

The Company will pay the costs of introducing and administering the Plan but, for the avoidance of doubt, shall not be responsible for, or be required to pay, any costs incurred by a Participant in respect of the acquisition, holding or disposal of any Shares or any interest in them. The Company may ask a Participant’s Employer to bear the costs in respect of an Option to that Participant.

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them to acquire Shares to be held for the purposes of the Plan or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law.

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the Netherlands or elsewhere. The Participant is responsible for complying with any requirements to obtain or avoid the necessity for any such consent.

Shares issued to satisfy Options under the Plan will rank equally in all respects with the Shares in issue on the date of issue. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of issue. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

If and for so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

The law of the Netherlands governs the Plan and all Options and their construction. The courts of Amsterdam, the Netherlands, have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option.

Schedule 1
Holding Requirement through holding of Shares

This Schedule 1 applies to an Option if it is subject to a Holding Period (for executive directors only).

Where tax is payable before the end of the Holding Period, rule 7.7 (Tax) will apply. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. The Holding Requirement will apply in respect of the remainder of the Shares (or the number of Holding Shares, if fewer).

The Participant must enter into any elections in relation to Holding Shares required by the Directors, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If the Participant does not do so within any period specified by the Directors, the Option will lapse at the end of that period and the Holding Shares will not be issued or transferred (or they will be forfeited if already issued or transferred).

If a Participant dies, no Holding Requirement will apply to any Options which Vest, and any Holding Period which has already started will come to an end.

On leaving in other circumstances, any Holding Requirement will continue to apply to an Option which Vests on or after the Participant has left Employment.

Where any Holding Shares are forfeited, the Participant will immediately transfer their interest in the Holding Shares, for no consideration or nominal consideration (as determined by the Directors), to any person (which may include the Company, where permitted) specified by the Directors.

Schedule 2
Holding Requirement through deferred Vesting

This Schedule 2 applies to an Option if it is subject to a Holding Period and the Directors so determine under rule 6.4 (Holding Requirement – executive directors only).

Notwithstanding anything else in these rules, the Option will not become exercisable until the end of the Holding Period. During the Holding Period the rules continue to apply, subject to this Schedule 2.

For the avoidance of doubt, malus under the Malus & Clawback Policy will continue to apply throughout the Holding Period.

Where tax is payable before the end of the Holding Period, rule 7.7 (Tax) will apply. The Option may be exercised and Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. The Holding Requirement will apply in respect of the remainder of the Shares.

Rule 8 (Leaving Employment and death) will not apply to the Option during the Holding Period. The Holding Requirement will continue to apply after the Participant has left Employment.

However, if the Participant leaves Employment during the Holding Period in circumstances in which their Employment could have been terminated without notice or otherwise due to the Participant’s misconduct, the Option will lapse.

If a Participant leaves Employment because of ill-health, injury or disability, the Directors may decide that:

If a Participant dies, no Holding Requirement will apply to any Options which Vest, and any Holding Period which has already started will come to an end.

Schedule 3
US taxpayers

The rules of this Schedule 3 are made under and amend and supplement (as applicable) the terms of The Magnum Ice Cream Company Long Term Incentive Plan 2025 (the “Plan”). This Schedule 3 applies to Options made to a US Taxpayer.

In this Schedule 3, capitalised terms shall have the meaning given to them in the rules of the Plan, save where otherwise defined herein:

“Option Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Option granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Option Agreement shall be subject to the terms and conditions of the Plan;

“U.S. Treas. Reg.” means the regulations issued by the U.S. Department of Treasury to interpret the United States Internal Revenue Code of 1986, as amended from time to time; and

“409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under US Code Section 409A.

Except as otherwise set forth in the applicable Option Agreement, the Exercise Price for Options granted to US Taxpayers will be the closing price on the trading day before the Grant Date. For the avoidance of doubt, for Options granted to US Taxpayers, the Exercise Price will not be less than the fair market value of a Share on the Grant Date and the determination of fair market value shall be determined in a manner consistent with U.S. Treas. Reg. §1.409A-1(b)(5)(iv).

No adjustment to the number and/or class of Shares or securities comprised in an Option shall be made pursuant to rule 4.4 (Adjustment of Options) to the extent that it contravenes US Code Section 409A or results in adverse tax consequences under US Code Section 409A.

Rule 8.3.2 (Events after leaving Employment) shall only apply to the extent permitted by applicable law and shall not apply to Participants who are Employees in California.