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AGM results 2013
Mondi Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/013038/06)
JSE share code: MND ISIN: ZAE000156550
Mondi plc
(Incorporated in England and Wales)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
3 May 2013
Annual General Meetings – Mondi Limited and Mondi plc
As part of the dual listed company structure, Mondi Limited and Mondi plc notify both the JSE Limited and the London Stock
Exchange of matters required to be disclosed under the Listings Requirements of the JSE and/or the Disclosure and
Transparency and Listing Rules of the United Kingdom Listing Authority.
The Annual General Meetings of Mondi Limited and Mondi plc were both held on 3 May 2013. As required by the dual listed
company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both
meetings were passed. The voting results of the Joint Electorate Actions are identical and are given below. Overall in excess
of 83% of the total Group shares were voted.
The resolutions of Mondi Limited and Mondi plc relating to the implementation of the Odd-lot Offer (ordinary resolutions 24
and 36) and the specific authorities to repurchase shares (special resolutions 25 and 37) together with the resolution to
amend the Mondi plc Articles of Association to facilitate an Odd-lot Offer (special resolution 35), were all passed. The
Directors therefore have the requisite authority to implement an Odd-lot Offer at any time within the next 18 months.
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Common Business:
Mondi Limited and Mondi plc
1. To re-elect Stephen Harris as a 406,849,784 99.84 654,025 0.16 407,503,809 473,688
director
2. To re-elect David Hathorn as a 406,510,881 99.76 995,589 0.24 407,506,470 473,788
director
3. To re-elect Andrew King as a 406,511,381 99.76 995,089 0.24 407,506,470 473,788
director
4. To re-elect Imogen Mkhize as a 406,932,846 99.86 570,883 0.14 407,503,729 473,768
director
5. To re-elect John Nicholas as a 407,163,452 99.92 340,277 0.08 407,503,729 473,768
director
6. To re-elect Peter Oswald as a 406,640,883 99.76 994,889 0.24 407,635,772 473,788
director
7. To re-elect Anne Quinn as a 406,934,737 99.86 571,383 0.14 407,506,120 473,688
director
8. To re-elect David Williams as a 404,276,362 99.21 3,230,208 0.79 407,506,570 473,688
director
9. To elect Stephen Harris as a 407,003,161 99.92 340,254 0.08 407,343,415 634,082
member of the DLC audit committee
10. To elect John Nicholas as a 407,003,161 99.92 340,254 0.08 407,343,415 634,082
member of the DLC audit committee
11. To elect Anne Quinn as a 407,002,023 99.92 341,392 0.08 407,343,415 634,082
member of the DLC audit committee
Mondi Limited Business
12. To receive the audited financial 407,443,542 100.00 297 0.00 407,443,839 533,658
statements
13. To endorse the remuneration 405,411,149 99.51 1,981,114 0.49 407,392,263 585,234
policy
14. To authorise the payment of a 407,153,379 99.98 95,257 0.02 407,248,636 728,861
fee to the chairman of the social and
ethics committee*
15. To authorise a 2.9% increase in 407,314,582 99.98 92,539 0.02 407,407,121 567,376
non-executive director fees*
16. To declare a final dividend 407,508,153 100.00 0 0.00 407,508,153 472,105
17. To reappoint the auditors 407,288,487 99.95 220,449 0.05 407,508,936 473,561
18. To authorise the DLC audit 406,907,760 99.96 161,117 0.04 407,068,877 911,381
committee to determine the
auditors’ remuneration
19. To authorise the directors to 405,350,661 99.94 238,449 0.06 405,589,110 2,383,148
provide direct or indirect financial
assistance*
20. To place 5% of the issued 317,296,275 77.89 90,051,695 22.11 407,347,970 643,211
ordinary shares of Mondi Limited
under the control of the directors of
Mondi Limited
21. To place 5% of the issued 323,270,311 79.33 84,253,836 20.67 407,506,147 474,111
special converting shares of Mondi
Limited under the control of the
directors of Mondi Limited
22. To authorise the directors to 323,174,908 79.35 84,077,633 20.65 407,252,541 727,717
allot and issue ordinary shares of
Mondi Limited for cash‡
23. To authorise Mondi Limited to 397,613,344 97.74 9,190,681 2.26 406,804,025 1,176,233
purchase its own shares*
24. To authorise the directors to 405,442,437 99.92 313,374 0.08 405,755,811 2,224,447
make and implement the Odd-lot
Offer
25. To authorise the acquisition of 407,812,838 99.92 313,234 0.08 407,496,072 476,186
Mondi Limited ordinary shares
pursuant to the Odd-lot Offer*
26. To approve an amendment to 405,341,683 99.52 1,944,148 0.48 407,285,831 694,427
the Mondi Limited LTIP rules
Mondi plc Business
27. To receive the report and 407,447,542 100.00 1,297 0.00 407,448,839 533,658
accounts
28. To approve the remuneration 405,500,992 99.51 1,984,814 0.49 407,485,806 491,691
report
29. To declare a final dividend 407,508,186 100.00 0 0.00 407,508,186 472,072
30. To reappoint the auditors 407,283,075 99.95 220,399 0.05 407,503,474 474,023
31. To authorise the DLC audit 404,339,927 99.33 2,726,097 0.67 407,066,024 911,473
committee to determine the
auditors’ remuneration
32. To authorise the directors to 317,497,923 77.94 89,884,648 22.06 407,382,571 726,989
allot relevant securities
33. To authorise the directors to 325,829,081 79.99 81,515,052 20.01 407,344,133 633,364
disapply pre-emption rights*
34. To authorise Mondi plc to 393,002,458 96.44 14,501,824 3.56 407,504,282 473,215
purchase its own shares*
35. To approve an amendment to 406,805,952 99.89 441,356 0.11 407,247,308 730,189
the Mondi plc Articles of
Association*
36. To authorise the directors to 405,535,484 99.92 315,605 0.08 405,851,089 2,129,169
make and implement the Odd-lot
Offer
37. To authorise the directors to 407,192,317 99.92 315,647 0.08 407,507,964 474,533
make an off-market purchase of
Mondi plc ordinary shares pursuant
to the Odd-lot Offer*
38. To approve an amendment to 405,246,792 99.52 1,944,799 0.48 407,191,591 793,667
the Mondi plc LTIP rules
* Special Resolutions
‡ 75% votes in favour required pursuant to the Listings Requirements of the JSE Limited.
Philip Laubscher Carol Hunt
Company Secretary Company Secretary
Mondi Limited Mondi plc
Sponsor in South Africa: UBS South Africa (Pty) Ltd
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