MONDI PLC - Mondi Limited and Mondi plc - Annual General Meetings

Mondi Limited and Mondi plc - Annual General Meetings

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)
(Registered number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI

15 May 2014

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 Limited 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 14 May 2014. 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 74% of the total Group shares were voted.

We note that the percentages of votes in favour of resolutions 20, 21, 22, 30 and 31 were particularly low compared to the
other resolutions. These resolutions relate mainly to the authority to be given to directors to allot shares. We are aware that
South African shareholders have particular concerns about these types of resolution which we understand are not specific to
Mondi and they routinely vote against such resolutions as a matter of policy.



Resolution                     Votes             %             Votes            %           Votes            Votes
                               For                             Against                      Total            Withheld

Common Business:
Mondi Limited and Mondi
plc

1. To elect Fred Phaswana      347,312,738   96.52    12,534,428   3.48   359,847,166   806,251
as a director
2. To re-elect Stephen         358,136,602   99.52    1,709,874    0.48   359,846,476   806,941
Harris as a director
3. To re-elect David Hathorn   357,981,816   99.48    1,865,250    0.52   359,847,066   806,351
as a director
4. To re-elect Andrew King     359,050,532   99.78    796,534      0.22   359,847,066   806,351
as a director
5. To re-elect Imogen          359,267,562   99.84    579,479      0.16   359,847,041   806,376
Mkhize as a director
6. To re-elect John Nicholas   358,186,429   99.54    1,659,922    0.46   359,846,351   807,066
as a director
7. To re-elect Peter Oswald    357,983,350   99.48    1,863,716    0.52   359,847,066   806,351
as a director
8. To re-elect Anne Quinn      358,199,418   99.54    1,647,748    0.46   359,847,166   806,251
as a director
9. To re-elect David           357,489,220   99.34    2,357,946    0.66   359,847,166   806,251
Williams as a director
10. To elect Stephen Harris    359,142,319   99.80    704,176      0.20   359,846,495   806,922
as a member of the DLC
audit committee
11. To elect John Nicholas     359,205,646   99.82    640,724      0.18   359,846,370   807,047
as a member of the DLC
audit committee
12. To elect Anne Quinn as     359,204,522   99.82    641,317      0.18   359,845,839   807,578
a member of the DLC audit
committee

Mondi Limited Business

13. To receive the audited     358,883,411   100.00   96           0.00   358,883,507   1,769,910
financial statements
14. To endorse the             352,496,750   98.23    6,360,763    1.77   358,857,513   1,675,904
remuneration policy
15. To authorise a 2.6%          359,812,868   99.99    37,287       0.01    359,850,155   803,262
increase in non-executive
director fees*
16. To declare a final           359,853,958   100.00   0            0.00    359,853,958   799,459
dividend
17. To reappoint the             352,210,457   99.72    995,118      0.28    353,205,575   7,447,842
auditors
18. To authorise the DLC         358,876,735   99.73    975,910      0.27    359,852,645   800,772
audit committee to
determine the auditors’
remuneration
19. To authorise the             358,628,480   99.97    118,183      0.03    358,746,663   1,906,754
directors to provide direct or
indirect financial assistance*
20. To place 5% of the           281,748,180   78.42    77,519,243   21.58   359,267,423   1,265,994
issued ordinary shares of
Mondi Limited under the
control of the directors of
Mondi Limited
21. To place 5% of the           272,604,357   75.85    86,790,266   24.15   359,394,623   1,258,794
issued special converting
shares of Mondi Limited
under the control of the
directors of Mondi Limited
22. To authorise the             287,577,022   80.06    71,617,512   19.94   359,194,534   1,338,883
directors to allot and issue
ordinary shares of Mondi
Limited for cash‡
23. To authorise Mondi           357,705,247   99.70    1,072,176    0.30    358,777,423   1,875,994
Limited to purchase its own
shares*

Mondi plc Business
24. To receive the report     358,873,535       100.00       53               0.00         358,873,588   1,779,829
and accounts
25. To approve the            352,090,246       98.12        6,743,571        1.88         358,833,817   1,699,600
remuneration policy
26. To approve the            355,192,251       98.95        3,760,684        1.05         358,952,935   1,700,482
remuneration report, other
than the policy
27. To declare a final        359,849,646       100.00       935              0.00         359,850,581   802,836
dividend
28. To reappoint the          352,214,045       99.72        995,789          0.28         353,209,834   7,443,583
auditors
29. To authorise the DLC      358,832,002       99.72        1,020,643        0.28         359,852,645   800,772
audit committee to
determine the auditors’
remuneration
30. To authorise the          278,412,690       77.52        80,747,586       22.48        359,160,276   1,493,141
directors to allot relevant
securities
31. To authorise the          278,952,195       79.17        73,386,187       20.83        352,338,382   8,315,035
directors to disapply pre-
emption rights*
32. To authorise Mondi plc    358,943,003       99.75        909,326          0.25         359,852,329   801,088
to purchase its own shares*

* 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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