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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').
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