To view the PDF file, sign up for a MySharenet subscription.

MONDI PLC - MND\MNP - Annual General Meetings Mondi Limited and Mondi plc

Release Date: 14/05/2015 12:50
Code(s): MNP MND     PDF:  
Wrap Text
MND\MNP - Annual General Meetings – Mondi Limited and Mondi plc

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



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 13 May 2015. 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 62% of the total Group shares were voted.

The directors have noted that the votes against resolutions 20, 21, 22, 29 and 30 were higher than for other resolutions.
These resolutions relate to the authority to be given to directors to allot and issue shares. The voting is in line with the pattern
Mondi has seen at previous Annual General Meetings. Having engaged with shareholders in this regard over recent years
the directors are aware that South African shareholders in particular (who represent over 44% of the total voting shares) have
particular concerns about these types of resolution. We understand from our engagement with shareholders that this is 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 re-elect Stephen Harris as     301,806,334   99.69    930,561     0.31   302,736,895   697,262
a director
2. To re-elect David Hathorn as a    301,388,397   99.55    1,348,398   0.45   302,736,795   697,362
director
3. To re-elect Andrew King as a      301,481,019   99.59    1,253,015   0.41   302,734,034   697,362
director
4. To re-elect Imogen Mkhize as      302,103,279   99.79    630,855     0.21   302,734,134   697,262
a director
5. To re-elect John Nicholas as a    301,763,412   99.68    973,483     0.32   302,736,895   697,262
director
6. To re-elect Peter Oswald as a     301,387,489   99.55    1,348,398   0.45   302,735,887   698,270
director
7. To re-elect Fred Phaswana as      301,017,236   99.43    1,716,773   0.57   302,734,009   697,387
a director
8. To re-elect Anne Quinn as a       302,008,613   99.76    727,374     0.24   302,735,987   698,170
director
9. To re-elect David Williams as a   300,690,632   99.32    2,045,230   0.68   302,735,862   698,295
director
10. To elect Stephen Harris as a     301,982,118   99.75    751,831     0.25   302,733,949   697,447
member of the DLC audit
committee
11. To elect John Nicholas as a      302,103,289   99.79    630,635     0.21   302,733,924   697,472
member of the DLC audit
committee
12. To elect Anne Quinn as a         302,102,178   99.79    631,728     0.21   302,733,906   697,490
member of the DLC audit
committee

Mondi Limited Business

13. To receive the audited           301,786,013   100.00   53          0.00   301,786,066   1,645,330
financial statements
14. To endorse the remuneration        295,897,062   98.16    5,550,789    1.84    301,447,851   1,983,545
policy
15. To authorise a maximum             302,339,548   99.87    397,085      0.13    302,736,633   694,763
increase of 2.21% in non-
executive director fees*
16. To declare a final dividend        302,739,307   100.00   0            0.00    302,739,307   692,089
17. To reappoint the auditors          301,334,201   99.54    1,403,506    0.46    302,737,707   693,689
18. To authorise the DLC audit         301,690,697   99.65    1,046,808    0.35    302,737,505   693,891
committee to determine the
auditors’ remuneration
19. To authorise the directors to      302,289,467   99.85    444,407      0.15    302,733,874   697,522
provide direct or indirect financial
assistance*
20. To place 5% of the issued          238,233,298   78.80    64,081,333   21.20   302,314,631   1,116,765
ordinary shares of Mondi Limited
under the control of the directors
of Mondi Limited
21. To place 5% of the issued          242,085,617   80.08    60,229,014   19.92   302,314,631   1,116,765
special converting shares of
Mondi Limited under the control
of the directors of Mondi Limited
22. To authorise the directors to      237,761,901   78.65    64,555,481   21.35   302,317,382   1,116,775
allot and issue ordinary shares of
Mondi Limited for cash‡
23. To authorise Mondi Limited to      300,302,963   99.20    2,436,611    0.80    302,739,574   694,583
purchase its own shares*

Mondi plc Business

24. To receive the report and          301,784,873   100.00   1,194        0.00    301,786,067   1,645,329
accounts
25. To approve the remuneration        296,923,777   98.50    4,521,602    1.50    301,445,379   1,986,017
report (other than the policy)
26. To declare a final dividend        302,737,205   100.00   2,102        0.00    302,739,307   692,089
27. To reappoint the auditors          301,333,060   99.54    1,404,647    0.46    302,737,707   693,689
28. To authorise the DLC audit      301,688,945       99.65       1,047,949        0.35    302,736,894   694,502
committee to determine the
auditors’ remuneration
29. To authorise the directors to   246,961,005       81.63       55,590,988       18.37   302,551,993   879,403
allot relevant securities
30. To authorise the directors to   244,697,440       80.88       57,859,175       19.12   302,556,615   877,542
disapply pre-emption rights*
31. To authorise Mondi plc to       298,576,911       98.62       4,162,723        1.38    302,739,634   694,523
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

14 May 2015
Sponsor in South Africa: UBS South Africa (Pty) Ltd

Date: 14/05/2015 12:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story