MONDI PLC - Annual General Meetings Mondi Limited and Mondi plc

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

13 May 2016

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 12 May 2016. 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
76% of the total Group shares were voted.

The directors have noted that the votes against resolutions 20, 21, 22, 31 and 32 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 33% 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 elect Dominique    370,949,437       99.64    1,358,351       0.36     372,307,788      1,325,147
Reiniche as a
director
2. To re-elect           370,698,749       99.57    1,609,039       0.43     372,307,788      1,325,147
Stephen Harris as a
director
3. To re-elect David     371,503,468       99.56    1,636,404       0.44     373,139,872        493,063
Hathorn as a director

4. To re-elect Andrew    369,781,665       99.32    2,525,998       0.68     372,307,663      1,325,272
King as a director

5. To re-elect John      369,614,536       99.28    2,693,227       0.72     372,307,763      1,325,172
Nicholas as a
director
6. To re-elect Peter     370,610,679       99.32    2,529,163       0.68     373,139,842        493,093
Oswald as a director

7. To re-elect Fred      369,687,542       99.33    2,488,228       0.67     372,175,770      1,457,165
Phaswana as a
director
8. To re-elect Anne      371,228,322       99.71    1,079,465       0.29     372,307,787      1,325,147
Quinn as a director

9. To re-elect David     368,606,634       99.04    3,563,280       0.96     372,169,914      1,463,020
Williams as a
director
10. To elect Stephen     372,273,170       99.99       32,552       0.01     372,305,722      1,327,213
Harris as a member of
the DLC audit
committee
11. To elect John       372,243,076        99.98       62,521       0.02     372,305,597       1,327,338
Nicholas as a member
of the DLC audit
committee
12. To elect Anne       372,302,947       100.00        2,775       0.00     372,305,722       1,327,213
Quinn as a member of
the DLC audit
committee



Mondi Limited
Business

13. To receive the      371,075,068       99.90      370,996       0.10      371,446,064       2,186,871
audited financial
statements
14. To endorse the      343,062,824       94.32   20,649,980       5.68      363,712,804       9,920,130
remuneration policy
15. To authorise a      371,478,693       99.82      657,438       0.18      372,136,131       1,496,804
maximum increase of
2.1% in non-executive
director fees*
16. To declare a        372,149,275      100.00            0       0.00      372,149,275       1,483,660
final dividend
17. To reappoint the    371,145,866       99.73      999,406       0.27      372,145,272       1,487,663
auditors
18. To authorise the    371,439,352       99.81      706,595       0.19      372,145,947       1,486,988
DLC audit committee
to determine the
auditors’
remuneration
19. To authorise the    365,445,821       98.63    5,091,625       1.37      370,537,446       3,095,489
directors to provide
direct or indirect
financial assistance*
20. To place 5% of      314,244,370       84.44    57,898,985     15.56      372,143,355       1,489,580
the issued ordinary
shares of Mondi
Limited under the
control of the
directors of Mondi
Limited
21. To place 5% of     314,298,530        84.46   57,840,454   15.54   372,138,984   1,493,951
the issued special
converting shares of
Mondi Limited under
the control of the
directors of Mondi
Limited
22. To authorise the   315,023,797        84.65   57,104,467   15.35   372,128,264   1,504,671
directors to allot
and issue ordinary
shares of Mondi
Limited for cash‡
23. To authorise       363,492,593        98.51   5,511,432     1.49   369,004,025   4,628,909
Mondi Limited to
purchase its own
shares*
24. To approve the     345,063,631        93.97   22,157,516    6.03   367,221,147   6,411,787
Mondi Limited 2016
Long-Term Incentive
Plan
25. To approve the     361,732,417        98.36   6,027,771     1.64   367,760,188   5,872,746
Mondi Limited 2016
Bonus Share Plan

Mondi plc Business

26. To receive the     371,621,035         99.79     795,008     0.21   372,416,043   1,216,892
report and accounts
27. To approve the     339,522,104         94.03   21,554,976    5.97   361,077,080   12,555,854
remuneration report
(other than the
policy)
28. To declare a        372,345,500        99.79      795,882     0.21   373,141,382     491,553
final dividend
29. To reappoint the    371,345,844        99.52    1,794,361     0.48   373,140,205     492,730
auditors
30. To authorise the    371,637,206        99.60    1,501,550     0.40   373,138,756     494,179
DLC audit committee
to determine the
auditors’
remuneration
31. To authorise the    314,484,153        84.28   58,652,156     15.72   373,136,309     496,626
directors to allot
relevant securities
32. To authorise the    310,626,797        83.25    62,493,790     16.75   373,120,587     512,348
directors to disapply
pre-emption rights*
33. To authorise        367,587,792        98.87     4,209,589     1.13   371,797,381    1,835,553
Mondi plc to purchase
its own shares
34. To approve the      344,308,490        92.87     26,437,451    7.13   370,745,941    2,886,993
Mondi plc 2016 Long-
Term Incentive Plan
35. To approve the      361,852,111        98.13      6,901,566     1.87   368,753,677   4,879,256
Mondi plc 2016 Bonus
Share Plan

* 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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