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
14 May 2015
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 301,806,334 99.69 930,561 0.31 302,736,895 697,262
Stephen Harris
as a director
2. To re-elect 301,388,397 99.55 1,348,398 0.45 302,736,795 697,362
David Hathorn as
a director
3. To re-elect 301,481,019 99.59 1,253,015 0.41 302,734,034 697,362
Andrew King as a
director
4. To re-elect 302,103,279 99.79 630,855 0.21 302,734,134 697,262
Imogen Mkhize as
a director
5. To re-elect 301,763,412 99.68 973,483 0.32 302,736,895 697,262
John Nicholas as
a director
6. To re-elect 301,387,489 99.55 1,348,398 0.45 302,735,887 698,270
Peter Oswald as
a director
7. To re-elect 301,017,236 99.43 1,716,773 0.57 302,734,009 697,387
Fred Phaswana as
a director
8. To re-elect 302,008,613 99.76 727,374 0.24 302,735,987 698,170
Anne Quinn as a
director
9. To re-elect 300,690,632 99.32 2,045,230 0.68 302,735,862 698,295
David Williams
as a director
10. To elect 301,982,118 99.75 751,831 0.25 302,733,949 697,447
Stephen Harris
as a member of
the DLC audit
committee
11. To elect 302,103,289 99.79 630,635 0.21 302,733,924 697,472
John Nicholas as
a member of the
DLC audit
committee
12. To elect 302,102,178 99.79 631,728 0.21 302,733,906 697,490
Anne Quinn as a
member of the
DLC audit
committee
Mondi Limited
Business
13. To receive 301,786,013 100.00 53 0.00 301,786,066 1,645,330
the audited
financial
statements
14. To endorse 295,897,062 98.16 5,550,789 1.84 301,447,851 1,983,545
the remuneration
policy
15. To authorise 302,339,548 99.87 397,085 0.13 302,736,633 694,763
a maximum
increase of
2.21% in
non-executive
director fees*
16. To declare a 302,739,307 100.00 0 0.00 302,739,307 692,089
final dividend
17. To reappoint 301,334,201 99.54 1,403,506 0.46 302,737,707 693,689
the auditors
18. To authorise 301,690,697 99.65 1,046,808 0.35 302,737,505 693,891
the DLC audit
committee to
determine the
auditors'
remuneration
19. To authorise 302,289,467 99.85 444,407 0.15 302,733,874 697,522
the directors to
provide direct
or indirect
financial
assistance*
20. To place 5% 238,233,298 78.80 64,081,333 21.20 302,314,631 1,116,765
of the issued
ordinary shares
of Mondi Limited
under the
control of the
directors of
Mondi Limited
21. To place 5% 242,085,617 80.08 60,229,014 19.92 302,314,631 1,116,765
of the issued
special
converting
shares of Mondi
Limited under
the control of
the directors of
Mondi Limited
22. To authorise 237,761,901 78.65 64,555,481 21.35 302,317,382 1,116,775
the directors to
allot and issue
ordinary shares
of Mondi Limited
for cash‡
23. To authorise 300,302,963 99.20 2,436,611 0.80 302,739,574 694,583
Mondi Limited to
purchase its own
shares*
Mondi plc
Business
24. To receive 301,784,873 100.00 1,194 0.00 301,786,067 1,645,329
the report and
accounts
25. To approve 296,923,777 98.50 4,521,602 1.50 301,445,379 1,986,017
the remuneration
report (other
than the policy)
26. To declare a 302,737,205 100.00 2,102 0.00 302,739,307 692,089
final dividend
27. To reappoint 301,333,060 99.54 1,404,647 0.46 302,737,707 693,689
the auditors
28. To authorise 301,688,945 99.65 1,047,949 0.35 302,736,894 694,502
the DLC audit
committee to
determine the
auditors'
remuneration
29. To authorise 246,961,005 81.63 55,590,988 18.37 302,551,993 879,403
the directors to
allot relevant
securities
30. To authorise 244,697,440 80.88 57,859,175 19.12 302,556,615 877,542
the directors to
disapply
pre-emption
rights*
31. To authorise 298,576,911 98.62 4,162,723 1.38 302,739,634 694,523
Mondi plc to
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
Sponsor in
