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 Stephen Harris 370,698,749 99.57 1,609,039 0.43 372,307,788 1,325,147
as a director
3. To re-elect David Hathorn 371,503,468 99.56 1,636,404 0.44 373,139,872 493,063
as a director
4. To re-elect Andrew King as 369,781,665 99.32 2,525,998 0.68 372,307,663 1,325,272
a director
5. To re-elect John Nicholas 369,614,536 99.28 2,693,227 0.72 372,307,763 1,325,172
as a director
6. To re-elect Peter Oswald 370,610,679 99.32 2,529,163 0.68 373,139,842 493,093
as a director
7. To re-elect Fred Phaswana 369,687,542 99.33 2,488,228 0.67 372,175,770 1,457,165
as a director
8. To re-elect Anne Quinn as 371,228,322 99.71 1,079,465 0.29 372,307,787 1,325,147
a director
9. To re-elect David Williams 368,606,634 99.04 3,563,280 0.96 372,169,914 1,463,020
as a director
10. To elect Stephen Harris 372,273,170 99.99 32,552 0.01 372,305,722 1,327,213
as a member of the DLC audit
committee
11. To elect John Nicholas as 372,243,076 99.98 62,521 0.02 372,305,597 1,327,338
a member of the DLC audit
committee
12. To elect Anne Quinn as a 372,302,947 100.00 2,775 0.00 372,305,722 1,327,213
member of the DLC audit
committee
Mondi Limited Business
13. To receive the audited 371,075,068 99.90 370,996 0.10 371,446,064 2,186,871
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 maximum 371,478,693 99.82 657,438 0.18 372,136,131 1,496,804
increase of 2.1% in
non-executive director fees*
16. To declare a final 372,149,275 100.00 0 0.00 372,149,275 1,483,660
dividend
17. To reappoint the auditors 371,145,866 99.73 999,406 0.27 372,145,272 1,487,663
18. To authorise the DLC 371,439,352 99.81 706,595 0.19 372,145,947 1,486,988
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 the issued 314,244,370 84.44 57,898,985 15.56 372,143,355 1,489,580
ordinary shares of Mondi
Limited under the control of
the directors of Mondi
Limited
21. To place 5% of the issued 314,298,530 84.46 57,840,454 15.54 372,138,984 1,493,951
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 Mondi 363,492,593 98.51 5,511,432 1.49 369,004,025 4,628,909
Limited to purchase its own
shares*
24. To approve the Mondi 345,063,631 93.97 22,157,516 6.03 367,221,147 6,411,787
Limited 2016 Long-Term
Incentive Plan
25. To approve the Mondi 361,732,417 98.36 6,027,771 1.64 367,760,188 5,872,746
Limited 2016 Bonus Share Plan
Mondi plc Business
26. To receive the report and 371,621,035 99.79 795,008 0.21 372,416,043 1,216,892
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 final 372,345,500 99.79 795,882 0.21 373,141,382 491,553
dividend
29. To reappoint the auditors 371,345,844 99.52 1,794,361 0.48 373,140,205 492,730
30. To authorise the DLC 371,637,206 99.60 1,501,550 0.40 373,138,756 494,179
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 Mondi plc to 367,587,792 98.87 4,209,589 1.13 371,797,381 1,835,553
purchase its own shares*
34. To approve the Mondi plc 344,308,490 92.87 26,437,451 7.13 370,745,941 2,886,993
2016 Long-Term Incentive Plan
35. To approve the Mondi plc 361,852,111 98.13 6,901,566 1.87 368,753,677 4,879,256
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