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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)
LEI: 213800LOZA69QFDC9N34
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
As part of the dual listed company structure, Mondi Limited and Mondi plc (together, the ‘Group’ or ‘Mondi’ or ‘Mondi Group’)
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 Guidance and Transparency and Listing Rules of the United Kingdom
Listing Authority.
10 May 2019
Annual General Meetings – Mondi Limited and Mondi plc
The Annual General Meetings of Mondi Limited and Mondi plc were both held on 9 May 2019. Further to the announcement
made on 9 May 2019, where the boards of Mondi Limited and Mondi plc announced that the resolutions relating to the
simplification of the existing Mondi Group structure from the current dual listed company structure into a single holding
company structure under Mondi plc (the “Simplification”) had been approved, the boards of Mondi Limited and Mondi plc
now advise shareholders of the detailed voting results on all of the specific resolutions proposed at the meetings. Overall in
excess of 72% of the total Group shares were voted. All resolutions were decided on a poll.
The resolutions considered at the Annual General Meetings consisted of resolutions regarding: (i) the usual business of the
annual general meetings of the Group (the “AGM Resolutions”); (ii) Simplification (the “Simplification Resolutions”); and
(iii) certain post-Simplification matters (the “Post-Simplification Resolutions”).
AGM Resolutions
As required by the dual listed company structure, the AGM resolutions, being resolutions relating to the common business of
Mondi Limited and Mondi plc were treated as Joint Electorate Actions. The voting results of the Joint Electorate Actions are
identical and are as follows:
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Common Business:
Mondi Limited and Mondi plc
To re-elect Tanya Fratto as a 346,876,366 98.66 4,700,946 1.34 351,577,312 679,864
director
To re-elect Stephen Harris as a 347,301,519 98.78 4,276,253 1.22 351,577,772 678,904
director
To re-elect Andrew King as a 346,470,194 98.55 5,107,156 1.45 351,577,350 679,326
director
To re-elect Peter Oswald as a 348,080,917 99.01 3,496,433 0.99 351,577,350 679,326
director
To re-elect Fred Phaswana as 347,102,114 98.73 4,475,658 1.27 351,577,772 679,404
a director
To re-elect Dominique Reiniche 348,469,121 99.12 3,107,691 0.88 351,576,812 679,864
as a director
To re-elect David Williams as a 335,092,396 95.31 16,485,376 4.69 351,577,772 678,904
director
To re-elect Stephen Young as 345,581,679 98.29 5,996,093 1.71 351,577,772 678,904
a director
To elect Tanya Fratto as a 344,873,705 98.09 6,702,042 1.91 351,575,747 681,429
member of the DLC audit
committee
To elect Stephen Harris as a 347,523,659 99.00 3,499,532 1.00 351,023,191 1,233,485
member of the DLC audit
committee
To elect Stephen Young as a 345,802,540 98.36 5,774,245 1.64 351,576,785 679,891
member of the DLC audit
committee
Mondi Limited Business
To receive the audited financial 350,858,122 100.00 4,408 0.00 350,862,530 1,393,709
statements
To endorse the remuneration 347,504,252 98.84 4,065,392 1.16 351,569,644 687,095
policy
To endorse the remuneration 346,086,205 98.69 4,609,823 1.31 350,696,028 1,560,711
report (other than the policy)
To authorise an increase of 350,798,133 99.78 776,671 0.22 351,574,804 681,935
approximately 2.8% in non-
executive director fees*
To declare a final dividend 351,514,415 99.98 66,678 0.02 351,581,093 675,146
To appoint the auditors 351,572,721 100.00 3,946 0.00 351,576,667 679,572
To authorise the DLC audit 351,568,103 100.00 8,838 0.00 351,576,941 679,298
committee to determine the
auditors’ remuneration
To authorise the directors to 343,537,770 97.44 9,035,043 2.56 352,572,813 683,426
provide direct or indirect
financial assistance*
To place 5% of the issued 344,479,643 97.98 7,094,458 2.02 351,574,101 682,138
share capital of Mondi Limited
under the control of the
directors of Mondi Limited
To place 5% of the issued 344,728,673 98.05 6,845,468 1.95 351,574,141 682,098
special converting shares of
Mondi Limited under the control
of the directors of Mondi
Limited
To authorise the directors to 344,277,395 97.92 7,296,515 2.08 351,573,910 682,329
allot and issue ordinary shares
of Mondi Limited for cash. ‡
To authorise Mondi Limited to 343,835,946 97.90 7,376,507 2.10 351,212,453 1,043,786
purchase its own shares*
Mondi plc Business
To receive the report and 350,213,245 100.00 4,408 0.00 350,217,653 2,039,023
accounts
To approve the remuneration 345,529,772 98.71 4,523,493 1.29 350,053,265 2,203,911
report (other than the policy)
To declare a final dividend 350,869,349 99.98 66,721 0.02 350,936,070 1,320,606
To appoint the auditors 350,928,296 100.00 3,946 0.00 350,932,242 1,324,434
To authorise the DLC audit 350,929,557 100.00 2,831 0.00 350,932,388 1,324,288
committee to determine the
auditors’ remuneration
To authorise the directors to 346,234,779 98.66 4,696,810 1.34 350,931,589 1,325,087
allot relevant securities
To authorise the directors to 313,672,295 89.38 37,258,017 10.62 350,930,312 1,326,864
disapply pre-emption rights*
To authorise Mondi plc to 349,163,982 99.60 1,405,794 0.40 350,569,776 1,687,400
purchase its own shares*
Simplification Resolutions
The Simplification Resolutions were treated as Class Rights Actions (and were therefore required to be passed by the
requisite majority of shareholders of both Mondi Limited and Mondi plc, acting independently), with the exception of the
resolution required to be passed by the shareholders of Mondi Limited only to approve the scheme of arrangement. The
voting results of these resolutions are as follows:
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Special Business:
Mondi Limited and Mondi plc
To approve the Simplification *
- Shareholders of Mondi 259,690,531 99.95 121,343 0.05 259,811,874 1,852,448
plc
- Shareholders of Mondi 90,517,357 100.00 497 0.00 90,517,854 74,500
Limited
To authorise the amendment to
the Mondi plc Articles of
Association to enable the
Simplification*
- Shareholders of Mondi 257,509,813 99.11 2,301,882 0.89 259,811,695 1,851,491
plc
- Shareholders of Mondi 90,517,357 100.00 497 0.00 90,517,854 74,500
Limited
To authorise the cancellation of
all deferred shares of Mondi
plc*
- Shareholders of Mondi 259,690,081 99.95 121,011 0.05 259,811,092 1,852,294
plc
- Shareholders of Mondi 90,517,377 100.00 477 0.00 90,517,854 74,500
Limited
To authorise the amendment to
the Mondi Limited
Memorandum of Incorporation
to enable the Simplification*
- Shareholders of Mondi 257,509,218 99.11 2,301,882 0.89 259,811,100 1,852,286
plc
- Shareholders of Mondi 90,300,529 99.76 217,325 0.24 90,517,854 74,500
Limited
To authorise the cancellation of
all deferred shares of Mondi
Limited*
- Shareholders of Mondi 259,689,051 99.95 121,011 0.05 259,810,062 1,853,324
plc
- Shareholders of Mondi 90,517,377 100.00 477 0.00 90,517,854 74,500
Limited
To authorise the allotment and
issue by Mondi Limited of non-
voting shares to Mondi plc*
- Shareholders of Mondi 259,688,126 99.95 123,209 0.05 259,811,335 1,852,623
plc
- Shareholders of Mondi 90,517,357 100.00 497 0.00 90,517,854 74,500
Limited
Scheme Resolution
To authorise entry into and 90,517,248 100.00 606 0.00 90,517,854 74,500
implementation of the
Simplification Scheme of
arrangement*
Post-Simplification Resolutions
One of the Post-Simplification Resolutions was treated as a Class Rights Actions (and was therefore required to be passed
by the requisite majority of shareholders of both Mondi Limited and Mondi plc, acting independently). The voting results of
this resolution are as follows:
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Special Business:
Mondi Limited and Mondi plc
To authorise the adoption of
new Mondi plc Articles of
Association from admission of
the new Mondi plc shares
issued as part of the
Simplification*
- Shareholders of Mondi 259,690,930 99.95 120,173 0.05 259,811,103 1,852,283
plc
- Shareholders of Mondi 90,517,377 100.00 477 0.00 90,517,854 74,500
Limited
As required by the dual listed company structure, the remainder of the Post-Simplification Resolutions were treated as Joint
Electorate Actions. The voting results of the Joint Electorate Actions are identical and are as follows:
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Special Business:
Mondi plc
To authorise the directors to 351,064,247 99.87 469,689 0.13 351,533,936 722,668
disapply pre-emption rights to
reflect the new shares issued
as part of the Simplification*
To authorise Mondi plc to 347,871,558 99.06 3,300,642 0.94 351,172,200 1,084,976
purchase its own shares, to
reflect the new shares issued
as part of the Simplification*
*Special Resolutions
‡ 75% votes in favour required pursuant to the Listing Requirements of the JSE Limited
Contact details:
Mondi Group
Clara Valera +44 193 282 6357
Group Head of Strategy and Investor Relations
Kerry Cooper +44 193 282 6323
Senior Manager – External Communication
About Mondi
Mondi is a global leader in packaging and paper, delighting its customers and consumers with innovative and sustainable
packaging and paper solutions. Mondi is fully integrated across the packaging and paper value chain - from managing
forests and producing pulp, paper and plastic films, to developing and manufacturing effective industrial and consumer
packaging solutions. Sustainability is embedded in everything Mondi does. In 2018, Mondi had revenues of €7.48 billion and
underlying EBITDA of €1.76 billion.
Mondi has a dual listed company structure, with a primary listing on the JSE Limited for Mondi Limited under the ticker MND,
and a premium listing on the London Stock Exchange for Mondi plc, under the ticker MNDI. Mondi is a FTSE 100 constituent,
and has been included in the FTSE4Good Index Series since 2008 and the FTSE/JSE Responsible Investment Index Series
since 2007.
Sponsor in South Africa: UBS South Africa Proprietary Limited.
Forward-looking Statements
This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. All statements
other than statements of historical facts included herein, including, without limitation, those regarding the financial position,
business strategy, market growth and developments, expectations of growth and profitability and plans and objectives of
management for future operations of Mondi plc and Mondi Limited (together, the “Group”), are forward-looking statements.
Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”,
“may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”,
“positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Group, or industry results, to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such forward-looking statements and other
statements contained in this announcement regarding matters that are not historical facts involve predictions and are based
on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the
Group will operate in the future. Important factors that could cause the Group’s actual results to differ materially from
estimates or forecasts contained in the forward-looking statements include, among others: (i) operating factors, such as
continued success of manufacturing activities and the achievement of efficiencies therein, continued success of product
development plans and targets, changes in the degree of protection created by the Group’s patents and other intellectual
property rights and the availability of capital on acceptable terms; (ii) industry conditions, such as strength of product
demand, intensity of competition, prevailing and future global market prices for the Group’s products and raw materials and
the pricing pressures thereto, financial condition of the customers, suppliers and the competitors of the Group and potential
introduction of competing products and technologies by competitors; (iii) general economic conditions, such as rates of
economic growth in the Group’s principal geographical markets or fluctuations of exchange rates and interest rates; and (iv)
the failure to realise anticipated benefits from the simplification or the occurrence of difficulties in connection with the
simplification, including obtaining the approval of the Group’s shareholders.
You are advised to read the prospectus in relation to the proposed listing of the new Mondi plc shares on the London Stock
Exchange and Johannesburg Stock Exchange (the “Prospectus”) and the information incorporated by reference into the
Prospectus in their entirety, and, in particular, the section of the Prospectus headed “Risk Factors”, for a further discussion of
the factors that could affect the Group’s future performance and the industry in which it operates. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking statements in the Prospectus and/or the
information incorporated by reference into the Prospectus may not occur.
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance
and Transparency Rules, the Prospectus Rules or the Market Abuse Regulation), the Group undertakes no obligation to
update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Important Information
This announcement is for informational purposes only and does not constitute or form part of any offer to sell or subscribe for
or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the simplification. It does not constitute a prospectus or prospectus equivalent announcement and investors
should not make any investment decision in relation to any shares referred to in this announcement.
This announcement is not an offer of securities for sale into the United States. No offering of securities shall be made in the
United States except pursuant to registration under the US Securities Act of 1933 (the "Securities Act"), or an exemption
therefrom. There will be no public offering in the United States. The simplification and the South African scheme of
arrangement (the “Scheme”) have not been and will not be approved or disapproved by the US Securities and Exchange
Commission (the "SEC"), nor has the SEC or any US state securities commission passed upon the merits or fairness of the
simplification or the Scheme nor upon the adequacy or accuracy of the information contained in the Prospectus, the scheme
circular or the shareholder circular. Any representation to the contrary is a criminal offence in the United States.
Any purchase of securities should only be made on the basis of information contained in the Prospectus. The Prospectus
contains detailed information about the Group and its management, as well as financial statements and other financial data.
It may be unlawful to distribute the Prospectus in certain jurisdictions.
You are advised to read the Prospectus, the Mondi Limited circular (including the scheme of arrangement) and Mondi plc
circular and other relevant documents regarding the simplification in their entirety, including any documents incorporated by
reference into the Prospectus as well as any amendments or supplements to those documents, because these documents
contain important information about the Group, the simplification and the Scheme.
The Prospectus, the Mondi Limited circular (including the scheme of arrangement) and the Mondi plc circular may be
obtained, without charge, from the Group’s website at www.mondigroup.com.
Date: 10/05/2019 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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