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MONDI PLC - Annual General Meeting

Release Date: 08/05/2025 16:50
Code(s): MNP     PDF:  
Wrap Text
Annual General Meeting

Mondi plc
Incorporated in England and Wales
Registered number: 6209386
LEI: 213800LOZA69QFDC9N34
LSE share code: MNDI        ISIN: GB00BMWC6P49
JSE share code: MNP


8 May 2025

Annual General Meeting

The Annual General Meeting (AGM) of Mondi plc was held earlier today.

All resolutions were passed by shareholders by way of a poll and all valid proxy votes were included in the poll. The
Company's issued share capital on 6 May 2025 (the voting record date) was 441,412,530 ordinary shares of €0.22 each.
Overall approximately 81% of shares were voted. The total number of votes received on each resolution is as follows:


Resolution                                       Votes             %        Votes       %           Votes   % of ISC    Votes Withheld
                                                   For                     Against                  Total     Voted                 **

1. To receive the report and accounts      357,824,789        100.00         4,452    0.00   357,829,241     81.06%           903,719
2. To approve the remuneration report      314,207,345         87.66    44,251,368   12.34   358,458,713     81.21%           274,246
(other than the policy)
3. To declare a final dividend             355,206,580         99.09     3,267,142    0.91   358,473,722     81.21%           259,238
4. To elect Sucheta Govil as a director    358,319,325         99.96       147,057    0.04   358,466,382     81.21%           266,578
5. To re-elect Svein Richard               356,786,343         99.53     1,679,870    0.47   358,466,213     81.21%           266,747
Brandtzaeg as a director
6. To re-elect Sue Clark as a director     357,373,746         99.70     1,091,646    0.30   358,465,392     81.21%           307,568
7. To re-elect Anke Groth as a director    358,454,664        100.00        11,426    0.00   358,466,090     81.21%           266,870
8. To re-elect Andrew King as a director   358,457,856        100.00         7,731    0.00   358,465,587     81.21%           267,373
9. To re-elect Saki Macozoma as a          354,190,606         98.81     4,274,762    1.19   358,465,368     81.21%           267,592
director
10. To re-elect Mike Powell as a           358,250,916         99.94      214,759     0.06   358,465,675     81.21%           267,285
director
11. To re-elect Dame Angela Strank as      358,433,203         99.99         33,656   0.01   358,466,859      81.21%         266,101
a director
12. To re-elect Philip Yea as a director   355,584,380         99.20      2,882,110   0.80   358,466,490      81.21%         266,470
13. To re-elect Stephen Young as a         357,922,998         99.85        543,492   0.15   358,466,490      81.21%         266,470
director
14. To appoint the auditors                357,501,819         99.96        133,092   0.04    357,634,911     81.02%        1,098,049
15. To authorise the audit committee to    358,444,327         99.99         22,814   0.01    358,467,141     81.21%          265,819
determine the auditors' remuneration
16. To approve the Mondi plc Long-          351,702,807        98.11      6,759,997   1.89    358,462,804     81.21%         270,156
Term Incentive Plan 2025
17. To approve the Mondi plc Bonus          354,716,835        98.95      3,747,274   1.05    358,464,109     81.21%         268,851
Share Plan 2025
18. To authorise the directors to allot     320,802,560        89.49    37,668,218    10.51   358,470,778     81.21%         262,182
relevant securities
19. To authorise the directors to           281,254,315        78.46    77,217,173    21.54   358,471,488     81.21%         261,472
disapply pre-emption rights*
20. To authorise Mondi plc                  320,075,162        89.30    38,368,680    10.70    358,443,842    81.20%         289,118
 to purchase its own shares*
21. To authorise general                    302,942,068        84.51    55,530,238    15.49    358,472,306    81.21%         260,654
meetings to be held on 14
days' notice*


* Special Resolutions
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

The Board notes that although Resolution 19 (Disapplication of pre-emption rights) was passed and approved by the majority of shareholders,
slightly more than 20% of the votes were cast against the Board's recommendation on the resolution. The resolution follows the relevant
provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflects UK listed company
market practice. Directors were not seeking the maximum authority permitted by the Pre-Emption Group's Statement of Principles, but rather,
at a level that is consistent with the approach taken in recent years and which would provide the Directors with a degree of flexibility. The Board
is mindful of the views expressed by a number of its South African shareholders. We will engage with relevant shareholders in accordance with
the UK Corporate Governance Code and will provide an update within six months of the Annual General Meeting.
In accordance with UK Listing Rule 6.4.2R, resolutions 16 and 17 constitute special business and have therefore been uploaded to the National
Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.


Jenny Hampshire
Company Secretary
Mondi plc


About Mondi
Mondi is a global leader in packaging and paper, contributing to a better world by producing products that are sustainable by design. We
employ 24,000 people in more than 30 countries and operate an integrated business with expertise spanning the entire value chain, enabling
us to offer our customers a broad range of innovative solutions for consumer and industrial end-use applications. Sustainability is at the centre
of our strategy, with our ambitious commitments to 2030 focused on circular driven solutions, created by empowered people, taking action on
climate.

In 2024, Mondi had revenues of €7.4 billion and underlying EBITDA of €1.0 billion. Mondi is listed on the London Stock Exchange in the ESCC
category (MNDI), where the Group is a FTSE100 constituent. It also has a secondary listing on the JSE Limited (MNP).
mondigroup.com
Sponsor in South Africa: Merrill Lynch South Africa Proprietary Limited t/a BofA Securities.

Date: 08-05-2025 04:50:00
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