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MONDI PLC - AGM results 2013

Release Date: 03/05/2013 15:15
Code(s): MNP MND     PDF:  
Wrap Text
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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