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)
(Registered number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
15 May 2014
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 14
May 2014. 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 74%
of the total Group shares were voted.
We note that the percentages of votes in favour of resolutions 20, 21, 22, 30
and 31 were particularly low compared to the other resolutions. These
resolutions relate mainly to the authority to be given to directors to allot
shares. We are aware 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 as a matter of policy.
Resolution Votes % Votes % Votes Votes
For Against Total Withheld
Common Business:
Mondi Limited
and Mondi plc
1. To elect Fred 347,312,738 96.52 12,534,428 3.48 359,847,166 806,251
Phaswana as a
director
2. To re-elect 358,136,602 99.52 1,709,874 0.48 359,846,476 806,941
Stephen Harris
as a director
3. To re-elect 357,981,816 99.48 1,865,250 0.52 359,847,066 806,351
David Hathorn as
a director
4. To re-elect 359,050,532 99.78 796,534 0.22 359,847,066 806,351
Andrew King as a
director
5. To re-elect 359,267,562 99.84 579,479 0.16 359,847,041 806,376
Imogen Mkhize as
a director
6. To re-elect 358,186,429 99.54 1,659,922 0.46 359,846,351 807,066
John Nicholas as
a director
7. To re-elect 357,983,350 99.48 1,863,716 0.52 359,847,066 806,351
Peter Oswald as
a director
8. To re-elect 358,199,418 99.54 1,647,748 0.46 359,847,166 806,251
Anne Quinn as a
director
9. To re-elect 357,489,220 99.34 2,357,946 0.66 359,847,166 806,251
David Williams
as a director
10. To elect 359,142,319 99.80 704,176 0.20 359,846,495 806,922
Stephen Harris
as a member of
the DLC audit
committee
11. To elect 359,205,646 99.82 640,724 0.18 359,846,370 807,047
John Nicholas as
a member of the
DLC audit
committee
12. To elect 359,204,522 99.82 641,317 0.18 359,845,839 807,578
Anne Quinn as a
member of the
DLC audit
committee
Mondi Limited
Business
13. To receive 358,883,411 100.00 96 0.00 358,883,507 1,769,910
the audited
financial
statements
14. To endorse 352,496,750 98.23 6,360,763 1.77 358,857,513 1,675,904
the remuneration
policy
15. To authorise 359,812,868 99.99 37,287 0.01 359,850,155 803,262
a 2.6% increase
in non-executive
director fees*
16. To declare a 359,853,958 100.00 0 0.00 359,853,958 799,459
final dividend
17. To reappoint 352,210,457 99.72 995,118 0.28 353,205,575 7,447,842
the auditors
18. To authorise 358,876,735 99.73 975,910 0.27 359,852,645 800,772
the DLC audit
committee to
determine the
auditors'
remuneration
19. To authorise 358,628,480 99.97 118,183 0.03 358,746,663 1,906,754
the directors to
provide direct
or indirect
financial
assistance*
20. To place 5% 281,748,180 78.42 77,519,243 21.58 359,267,423 1,265,994
of the issued
ordinary shares
of Mondi Limited
under the
control of the
directors of
Mondi Limited
21. To place 5% 272,604,357 75.85 86,790,266 24.15 359,394,623 1,258,794
of the issued
special
converting
shares of Mondi
Limited under
the control of
the directors of
Mondi Limited
22. To authorise 287,577,022 80.06 71,617,512 19.94 359,194,534 1,338,883
the directors to
allot and issue
ordinary shares
of Mondi Limited
for cash‡
23. To authorise 357,705,247 99.70 1,072,176 0.30 358,777,423 1,875,994
Mondi Limited to
purchase its own
shares*
Mondi plc
Business
24. To receive 358,873,535 100.00 53 0.00 358,873,588 1,779,829
the report and
accounts
25. To approve 352,090,246 98.12 6,743,571 1.88 358,833,817 1,699,600
the remuneration
policy
26. To approve 355,192,251 98.95 3,760,684 1.05 358,952,935 1,700,482
the remuneration
report, other
than the policy
27. To declare a 359,849,646 100.00 935 0.00 359,850,581 802,836
final dividend
28. To reappoint 352,214,045 99.72 995,789 0.28 353,209,834 7,443,583
the auditors
29. To authorise 358,832,002 99.72 1,020,643 0.28 359,852,645 800,772
the DLC audit
committee to
determine the
auditors'
remuneration
30. To authorise 278,412,690 77.52 80,747,586 22.48 359,160,276 1,493,141
the directors to
allot relevant
securities
31. To authorise 278,952,195 79.17 73,386,187 20.83 352,338,382 8,315,035
the directors to
disapply
pre-emption
rights*
32. To authorise 358,943,003 99.75 909,326 0.25 359,852,329 801,088
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 South Africa: UBS South Africa (Pty) Ltd