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
17 May 2018
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 Guidance 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 16 May 2018. 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 68% of the total Group shares were voted.
| Resolution |
Votes For | % | Votes Against | % | Votes Total | Votes Withheld | |||||
|
Common Business: Mondi Limited and Mondi plc | |||||||||||
| 1. To elect Stephen Young as a director | 335,580,284 | 99.60 | 1,343,341 | 0.40 | 336,923,625 | 546,853 | |||||
| 2. To re-elect Tanya Fratto as a director | 334,684,426 | 99.34 | 2,233,730 | 0.66 | 336,918,156 | 552,322 | |||||
| 3. To re-elect Stephen Harris as a director | 335,710,478 | 99.64 | 1,213,647 | 0.36 | 336,924,125 | 546,853 | |||||
| 4. To re-elect Andrew King as a director | 333,232,079 | 98.90 | 3,690,946 | 1.10 | 336,923,025 | 547,453 | |||||
| 5. To re-elect Peter Oswald as a director | 335,067,680 | 99.45 | 1,856,345 | 0.55 | 336,924,025 | 546,953 | |||||
| 6. To re-elect Fred Phaswana as a director | 333,740,232 | 99.20 | 2,706,680 | 0.80 | 336,446,912 | 1,023,566 | |||||
| 7. To re-elect Dominique Reiniche as a director | 335,829,410 | 99.68 | 1,094,214 | 0.32 | 336,923,624 | 546,853 | |||||
| 8. To re-elect David Williams as a director | 324,056,713 | 96.32 | 12,389,447 | 3.68 | 336,446,160 | 1,024,816 | |||||
| 9. To elect Tanya Fratto as a member of the DLC audit committee | 335,712,517 | 99.64 | 1,205,751 | 0.36 | 336,918,268 | 552,210 | |||||
| 10. To elect Stephen Harris as a member of the DLC audit committee | 335,841,662 | 99.68 | 1,081,963 | 0.32 | 336,923,625 | 547,353 | |||||
| 11. To elect Stephen Young as a member of the DLC audit committee | 335,705,910 | 99.64 | 1,217,215 | 0.36 | 336,923,125 | 547,353 | |||||
| Mondi Limited Business | |||||||||||
| 12. To receive the audited financial statements | 336,145,649 | 100.00 | 253 | 0.00 | 336,145,902 | 1,324,576 | |||||
| 13. To endorse the remuneration policy | 328,740,064 | 98.29 | 5,714,924 | 1.71 | 334,454,988 | 3,015,489 | |||||
| 14. To endorse the remuneration report (other than the policy) | 315,849,371 | 94.88 | 17,027,679 | 5.12 | 332,877,050 | 4,594,427 | |||||
| 15. To authorise a maximum increase of 2.5% in non-executive director fees* | 336,730,379 | 99.95 | 182,015 | 0.05 | 336,912,394 | 558,084 | |||||
| 16. To rationalise the non-executive director fee structure* | 336,715,280 | 99.97 | 108,793 | 0.03 | 336,824,073 | 646,405 | |||||
| 17. To declare a final dividend | 334,947,332 | 99.41 | 1,976,510 | 0.59 | 336,923,842 | 546,636 | |||||
|
18. To declare a special dividend | 334,942,443 | 99.41 | 1,976,542 | 0.59 | 336,918,985 | 551,493 | |||||
| 19. To appoint the auditors | 336,909,535 | 100.00 | 6,797 | 0.00 | 336,916,332 | 554,146 | |||||
| 20. To authorise the DLC audit committee to determine the auditors’ remuneration | 336,909,990 | 100.00 | 5,866 | 0.00 | 336,915,856 | 554,622 | |||||
| 21. To authorise the directors to provide direct or indirect financial assistance* | 335,144,157 | 99.94 | 212,702 | 0.06 | 335,356,859 | 2,113,619 | |||||
| 22. To place 5% of the issued ordinary shares of Mondi Limited under the control of the directors of Mondi Limited | 307,113,863 | 91.72 | 27,739,329 | 8.28 | 334,853,192 | 2,617,286 | |||||
| 23. To place 5% of the issued special converting shares of Mondi Limited under the control of the directors of Mondi Limited | 307,110,656 | 91.75 | 27,618,843 | 8.25 | 334,729,499 | 2,740,979 | |||||
| 24. To authorise the directors to allot and issue ordinary shares of Mondi Limited for cash‡ | 309,215,981 | 92.17 | 26,257,861 | 7.83 | 335,473,842 | 1,996,636 | |||||
| 25. To authorise Mondi Limited to purchase its own shares* | 329,736,770 | 97.94 | 6,926,772 | 2.06 | 336,663,542 | 806,935 | |||||
| Mondi plc Business | |||||||||||
| 26. To receive the report and accounts | 335,414,183 | 99.97 | 100,555 | 0.03 | 335,514,738 | 1,955,740 | |||||
| 27. To approve the remuneration report (other than the policy) | 319,396,446 | 95.49 | 15,080,136 | 4.51 | 334,476,582 | 2,993,895 | |||||
| 28. To declare a final dividend | 334,233,154 | 99.38 | 2,076,395 | 0.62 | 336,309,549 | 1,160,929 | |||||
|
29. To declare a special dividend | 334,232,451 | 99.38 | 2,077,098 | 0.62 | 336,309,549 | 1,160,929 | |||||
| 30. To appoint the auditors | 336,196,066 | 99.97 | 106,802 | 0.03 | 336,302,868 | 1,167,610 | |||||
| 31. To authorise the DLC audit committee to determine the auditors’ remuneration | 336,116,130 | 99.94 | 186,643 | 0.06 | 336,302,773 | 1,167,705 | |||||
| 32. To authorise the directors to allot relevant securities | 311,768,526 | 92.71 | 24,529,298 | 7.29 | 336,297,824 | 1,172,654 | |||||
| 33. To authorise the directors to disapply pre-emption rights* | 309,660,479 | 92.08 | 26,641,182 | 7.92 | 336,301,661 | 1,169,317 | |||||
| 34. To authorise Mondi plc to purchase its own shares* | 328,081,402 | 97.63 | 7,970,426 | 2.37 | 336,051,828 | 1,419,149 |
* Special Resolutions
‡ 75% votes in favour required pursuant to the Listings Requirements of the JSE Limited.
Philip Laubscher Jenny Hampshire
Company Secretary Company Secretary
Mondi Limited Mondi plc
Sponsor in South Africa: UBS South Africa (Pty) Ltd
