Result of AGM
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)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
4 May 2012
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 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 3 May 2012. 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 with the exception of
resolutions 22 and 32. The voting results of the Joint Electorate Actions are
identical and are given below. Overall 77% of the total Group shares were
voted.
Resolution 22 proposed that the directors of Mondi Limited be given
authority to allot and issue ordinary shares of Mondi Limited for cash.
Resolution 32 proposed that the directors of Mondi plc be given authority to
allot equity securities for cash in connection with a rights issue to ordinary
shareholders. We note that South African shareholders have particular concerns
about these types of resolution which we understand are not specific to Mondi
and they routinely vote against such resolutions.
Resolution Votes % Votes % Votes Votes
For Against total Withheld
Common Business: Mondi Limited and Mondi
plc
1. To re-elect Stephen Harris 369,975,297 98.89 4,146,683 1.11 374,121,980 8,504
as a director
2. To re-elect David Hathorn 373,535,358 99.84 586,549 0.16 374,121,907 8,577
as a director
3. To re-elect Andrew King 373,535,453 99.84 586,527 0.16 374,121,980 8,504
as a director
4. To re-elect Imogen Mkhize 373,704,129 99.89 417,919 0.11 374,122,048 8,436
as a director
5. To re-elect John Nicholas 99.91 322,561 0.09 374,121,980 8,504
as a director 373,799,419
6. To re-elect Peter Oswald 370,473,014 99.02 3,648,897 0.98 374,121,911 8,573
as a director
7. To re-elect Anne Quinn as 373,799,167 99.91 322,594 0.09 374,121,761 8,723
a director
8. To re-elect Cyril Ramaphosa 328,866,438 88.41 43,106,829 11.59 371,973,267 2,157,217
as a director
9. To re-elect David Williams 370,523,377 99.04 3,598,603 0.96 374,121,980 8,504
as a director
10. To elect Stephen Harris 371,371,215 99.88 433,773 0.12 371,804,988 2,325,496
as a member of the DLC audit
committee
11. To elect John Nicholas as 373,703,055 99.94 235,725 0.06 373,938,780 191,704
a member of the DLC audit
committee
12. To elect Anne Quinn as a 373,703,074 99.94 235,458 0.06 373,938,532 191,952
member of the DLC audit
committee
Mondi Limited Business
13. To receive the report and 374,109,441 99.99 19,541 0.01 374,128,982 1,502
accounts
14. To approve the remuneration 369,492,705 98.80 4,479,519 1.20 373,972,224 158,260
policy
15. To confirm the director fees* 374,024,775 99.97 99,850 0.03 374,124,625 5,859
16. To declare a final dividend 374,128,008 100.00 974 0.00 374,128,982 1,502
17. To reappoint the auditors 374,019,117 99.97 107,744 0.03 374,126,861 3,623
18. To authorise the DLC audit 374,049,989 99.98 73,469 0.02 374,123,458 7,026
committee to determine the
auditors' remuneration
19. To authorise the directors to 369,718,145 98.82 4,411,701 1.18 374,129,846 8,638
provide direct or indirect
financial assistance*
20. To place 5% of the issued 241,532,196 64.56 132,598,456 35.44 374,130,652 7,332
ordinary shares of Mondi Limited
under the control of the directors
of Mondi Limited
21. To place 5% of the special 241,731,717 64.61 132,391,436 35.39 374,123,153 7,331
converting shares of Mondi Limited
under the control of the directors
of Mondi Limited
22. To authorise the directors to 241,757,042 64.63 132,331,671 35.37 374,088,713 41,771
allot and issue ordinary shares of
Mondi Limited for cash‡
23. To authorise Mondi Ltd to 373,272,059 99.92 295,429 0.08 373,567,488 562,996
purchase its own shares*
24. To adopt a new Memorandum 373,933,188 100.00 15,949 0.00 373,949,137 189,347
of Incorporation of Mondi Limited*
25. To amend the borrowing 373,940,944 100.00 8,193 0.00 373,949,137 189,347
powers in the Memorandum
of Incorporation of Mondi Limited*
Mondi plc Business
26. To receive the report and 374,135,616 99.99 19,397 0.01 374,155,013 831
accounts
27. To approve the remuneration 369,263,750 98.79 4,527,220 1.21 373,790,970 339,514
report
28. To declare a final dividend 374,154,142 100.00 871 0.00 374,155,013 831
29. To reappoint the auditors 374,045,296 99.97 107,863 0.03 374,153,159 2,685
30. To authorise the DLC audit 374,079,340 99.98 73,325 0.02 374,152,665 3,179
committee to determine the
auditors' remuneration
31. To authorise the directors to 232,961,015 62.27 141,167,159 37.73 374,128,174 10,310
allot relevant securities
32. To authorise the directors to 237,159,257 63.39 136,973,415 36.61 374,132,672 5,812
disapply pre-emption rights*
33. To authorise Mondi plc to 370,171,440 99.04 3,578,379 0.96 373,749,819 380,665
purchase its own shares*
34. To adopt new Articles of 370,475,695 99.07 3,473,797 0.93 373,949,492 188,992
Association of Mondi plc*
35. To amend the borrowing 373,941,345 100.00 8,024 0.00 373,949,369 189,115
powers in the Articles of
Association of Mondi plc*
* 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