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MONDI LIMITED - Annual General Meetings Mondi Limited and Mondi plc

Release Date: 10/05/2019 15:00
Code(s): MND MNP     PDF:  
 
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Annual General Meetings – Mondi Limited and 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



As part of the dual listed company structure, Mondi Limited and Mondi plc (together, the ‘Group’ or ‘Mondi’ or ‘Mondi Group’)
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.

10 May 2019

Annual General Meetings – Mondi Limited and Mondi plc

The Annual General Meetings of Mondi Limited and Mondi plc were both held on 9 May 2019. Further to the announcement
made on 9 May 2019, where the boards of Mondi Limited and Mondi plc announced that the resolutions relating to the
simplification of the existing Mondi Group structure from the current dual listed company structure into a single holding
company structure under Mondi plc (the “Simplification”) had been approved, the boards of Mondi Limited and Mondi plc
now advise shareholders of the detailed voting results on all of the specific resolutions proposed at the meetings. Overall in
excess of 72% of the total Group shares were voted. All resolutions were decided on a poll.

The resolutions considered at the Annual General Meetings consisted of resolutions regarding: (i) the usual business of the
annual general meetings of the Group (the “AGM Resolutions”); (ii) Simplification (the “Simplification Resolutions”); and
(iii) certain post-Simplification matters (the “Post-Simplification Resolutions”).

AGM Resolutions
As required by the dual listed company structure, the AGM resolutions, being resolutions relating to the common business of
Mondi Limited and Mondi plc were treated as Joint Electorate Actions. The voting results of the Joint Electorate Actions are
identical and are as follows:


Resolution                        Votes            %              Votes            %          Votes            Votes
                                  For                             Against                     Total            Withheld

Common Business:
Mondi Limited and Mondi plc

To re-elect Tanya Fratto as a     346,876,366      98.66          4,700,946        1.34       351,577,312      679,864
director
To re-elect Stephen Harris as a   347,301,519      98.78          4,276,253        1.22       351,577,772      678,904
director
To re-elect Andrew King as a      346,470,194      98.55          5,107,156        1.45       351,577,350      679,326
director
To re-elect Peter Oswald as a     348,080,917      99.01          3,496,433        0.99       351,577,350      679,326
director
To re-elect Fred Phaswana as      347,102,114      98.73          4,475,658        1.27       351,577,772      679,404
a director
To re-elect Dominique Reiniche    348,469,121      99.12          3,107,691        0.88       351,576,812      679,864
as a director
To re-elect David Williams as a   335,092,396      95.31          16,485,376       4.69       351,577,772      678,904
director
To re-elect Stephen Young as      345,581,679      98.29          5,996,093        1.71       351,577,772      678,904
a director
To elect Tanya Fratto as a        344,873,705      98.09          6,702,042        1.91       351,575,747      681,429
member of the DLC audit
committee
To elect Stephen Harris as a      347,523,659      99.00          3,499,532        1.00       351,023,191     1,233,485
member of the DLC audit
committee
To elect Stephen Young as a       345,802,540      98.36          5,774,245        1.64       351,576,785       679,891
member of the DLC audit
committee

Mondi Limited Business

To receive the audited financial   350,858,122    100.00              4,408        0.00       350,862,530      1,393,709
statements
To endorse the remuneration        347,504,252     98.84          4,065,392        1.16       351,569,644        687,095
policy
To endorse the remuneration        346,086,205     98.69          4,609,823        1.31       350,696,028      1,560,711
report (other than the policy)
To authorise an increase of        350,798,133     99.78            776,671        0.22       351,574,804        681,935
approximately 2.8% in non-
executive director fees*
To declare a final dividend        351,514,415     99.98             66,678        0.02       351,581,093        675,146
To appoint the auditors            351,572,721    100.00              3,946        0.00       351,576,667        679,572
To authorise the DLC audit         351,568,103    100.00              8,838        0.00       351,576,941        679,298
committee to determine the
auditors’ remuneration
To authorise the directors to      343,537,770     97.44          9,035,043        2.56       352,572,813        683,426
provide direct or indirect
financial assistance*
To place 5% of the issued          344,479,643     97.98          7,094,458        2.02       351,574,101        682,138
share capital of Mondi Limited
under the control of the
directors of Mondi Limited
To place 5% of the issued          344,728,673     98.05          6,845,468        1.95       351,574,141        682,098
special converting shares of
Mondi Limited under the control
of the directors of Mondi
Limited
To authorise the directors to      344,277,395     97.92          7,296,515        2.08       351,573,910        682,329
allot and issue ordinary shares
of Mondi Limited for cash. ‡
To authorise Mondi Limited to      343,835,946     97.90          7,376,507        2.10       351,212,453      1,043,786
purchase its own shares*

Mondi plc Business

To receive the report and        350,213,245      100.00             4,408         0.00       350,217,653      2,039,023
accounts
To approve the remuneration      345,529,772       98.71         4,523,493         1.29       350,053,265      2,203,911
report (other than the policy)
To declare a final dividend      350,869,349       99.98            66,721         0.02       350,936,070      1,320,606
To appoint the auditors          350,928,296      100.00             3,946         0.00       350,932,242      1,324,434
To authorise the DLC audit       350,929,557      100.00             2,831         0.00       350,932,388      1,324,288
committee to determine the
auditors’ remuneration
To authorise the directors to    346,234,779       98.66         4,696,810         1.34       350,931,589      1,325,087
allot relevant securities
To authorise the directors to    313,672,295       89.38         37,258,017        10.62      350,930,312      1,326,864
disapply pre-emption rights*
To authorise Mondi plc to        349,163,982       99.60         1,405,794          0.40      350,569,776      1,687,400
purchase its own shares*



Simplification Resolutions

The Simplification Resolutions were treated as Class Rights Actions (and were therefore required to be passed by the
requisite majority of shareholders of both Mondi Limited and Mondi plc, acting independently), with the exception of the
resolution required to be passed by the shareholders of Mondi Limited only to approve the scheme of arrangement. The
voting results of these resolutions are as follows:


Resolution                         Votes           %      Votes         %     Votes        Votes
                                   For                    Against             Total        Withheld

Special Business:
Mondi Limited and Mondi plc

To approve the Simplification *
   - Shareholders of Mondi         259,690,531   99.95    121,343     0.05   259,811,874   1,852,448
      plc
   - Shareholders of Mondi         90,517,357    100.00   497         0.00   90,517,854    74,500
      Limited

To authorise the amendment to
the Mondi plc Articles of
Association to enable the
Simplification*
    - Shareholders of Mondi        257,509,813   99.11    2,301,882   0.89   259,811,695   1,851,491
        plc
    - Shareholders of Mondi        90,517,357    100.00   497         0.00   90,517,854    74,500
        Limited

To authorise the cancellation of
all deferred shares of Mondi
plc*
     - Shareholders of Mondi       259,690,081   99.95    121,011     0.05   259,811,092   1,852,294
        plc
     - Shareholders of Mondi       90,517,377    100.00   477         0.00   90,517,854    74,500
        Limited

To authorise the amendment to
the Mondi Limited
Memorandum of Incorporation
to enable the Simplification*
    - Shareholders of Mondi        257,509,218   99.11    2,301,882   0.89   259,811,100   1,852,286
       plc
    - Shareholders of Mondi        90,300,529    99.76    217,325     0.24   90,517,854    74,500
       Limited

To authorise the cancellation of
all deferred shares of Mondi
Limited*
     - Shareholders of Mondi      259,689,051     99.95     121,011   0.05   259,810,062   1,853,324
        plc
     - Shareholders of Mondi      90,517,377      100.00    477       0.00   90,517,854    74,500
        Limited

To authorise the allotment and
issue by Mondi Limited of non-
voting shares to Mondi plc*
    - Shareholders of Mondi       259,688,126     99.95     123,209    0.05   259,811,335   1,852,623
        plc
    - Shareholders of Mondi       90,517,357      100.00    497        0.00   90,517,854    74,500
        Limited

Scheme Resolution

To authorise entry into and       90,517,248      100.00    606        0.00   90,517,854    74,500
implementation of the
Simplification Scheme of
arrangement*




Post-Simplification Resolutions

One of the Post-Simplification Resolutions was treated as a Class Rights Actions (and was therefore required to be passed
by the requisite majority of shareholders of both Mondi Limited and Mondi plc, acting independently). The voting results of
this resolution are as follows:
Resolution                       Votes             %              Votes            %         Votes             Votes
                                 For                              Against                    Total             Withheld

Special Business:
Mondi Limited and Mondi plc

To authorise the adoption of
new Mondi plc Articles of
Association from admission of
the new Mondi plc shares
issued as part of the
Simplification*
    - Shareholders of Mondi      259,690,930       99.95          120,173          0.05      259,811,103       1,852,283
        plc
    - Shareholders of Mondi      90,517,377        100.00         477              0.00      90,517,854        74,500
        Limited



As required by the dual listed company structure, the remainder of the Post-Simplification Resolutions were treated as Joint
Electorate Actions. The voting results of the Joint Electorate Actions are identical and are as follows:


Resolution                       Votes             %              Votes            %         Votes             Votes
                                 For                              Against                    Total             Withheld

Special Business:
Mondi plc

To authorise the directors to    351,064,247       99.87          469,689         0.13       351,533,936       722,668
disapply pre-emption rights to
reflect the new shares issued
as part of the Simplification*
 To authorise Mondi plc to       347,871,558       99.06          3,300,642       0.94       351,172,200      1,084,976
 purchase its own shares, to
 reflect the new shares issued
 as part of the Simplification*

 *Special Resolutions
 ‡ 75% votes in favour required pursuant to the Listing Requirements of the JSE Limited

Contact details:

Mondi Group

Clara Valera                                         +44 193 282 6357
Group Head of Strategy and Investor Relations

Kerry Cooper                                         +44 193 282 6323
Senior Manager – External Communication


 About Mondi
 Mondi is a global leader in packaging and paper, delighting its customers and consumers with innovative and sustainable
 packaging and paper solutions. Mondi is fully integrated across the packaging and paper value chain - from managing
 forests and producing pulp, paper and plastic films, to developing and manufacturing effective industrial and consumer
 packaging solutions. Sustainability is embedded in everything Mondi does. In 2018, Mondi had revenues of €7.48 billion and
 underlying EBITDA of €1.76 billion.

 Mondi has a dual listed company structure, with a primary listing on the JSE Limited for Mondi Limited under the ticker MND,
 and a premium listing on the London Stock Exchange for Mondi plc, under the ticker MNDI. Mondi is a FTSE 100 constituent,
 and has been included in the FTSE4Good Index Series since 2008 and the FTSE/JSE Responsible Investment Index Series
 since 2007.

 Sponsor in South Africa: UBS South Africa Proprietary Limited.
Forward-looking Statements
This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. All statements
other than statements of historical facts included herein, including, without limitation, those regarding the financial position,
business strategy, market growth and developments, expectations of growth and profitability and plans and objectives of
management for future operations of Mondi plc and Mondi Limited (together, the “Group”), are forward-looking statements.
Forward-looking statements are sometimes identified by the use of forward-looking terminology such as “believe”, “expects”,
“may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”,
“positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Group, or industry results, to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such forward-looking statements and other
statements contained in this announcement regarding matters that are not historical facts involve predictions and are based
on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the
Group will operate in the future. Important factors that could cause the Group’s actual results to differ materially from
estimates or forecasts contained in the forward-looking statements include, among others: (i) operating factors, such as
continued success of manufacturing activities and the achievement of efficiencies therein, continued success of product
development plans and targets, changes in the degree of protection created by the Group’s patents and other intellectual
property rights and the availability of capital on acceptable terms; (ii) industry conditions, such as strength of product
demand, intensity of competition, prevailing and future global market prices for the Group’s products and raw materials and
the pricing pressures thereto, financial condition of the customers, suppliers and the competitors of the Group and potential
introduction of competing products and technologies by competitors; (iii) general economic conditions, such as rates of
economic growth in the Group’s principal geographical markets or fluctuations of exchange rates and interest rates; and (iv)
the failure to realise anticipated benefits from the simplification or the occurrence of difficulties in connection with the
simplification, including obtaining the approval of the Group’s shareholders.

You are advised to read the prospectus in relation to the proposed listing of the new Mondi plc shares on the London Stock
Exchange and Johannesburg Stock Exchange (the “Prospectus”) and the information incorporated by reference into the
Prospectus in their entirety, and, in particular, the section of the Prospectus headed “Risk Factors”, for a further discussion of
the factors that could affect the Group’s future performance and the industry in which it operates. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking statements in the Prospectus and/or the
information incorporated by reference into the Prospectus may not occur.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance
and Transparency Rules, the Prospectus Rules or the Market Abuse Regulation), the Group undertakes no obligation to
update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Important Information
This announcement is for informational purposes only and does not constitute or form part of any offer to sell or subscribe for
or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the simplification. It does not constitute a prospectus or prospectus equivalent announcement and investors
should not make any investment decision in relation to any shares referred to in this announcement.

This announcement is not an offer of securities for sale into the United States. No offering of securities shall be made in the
United States except pursuant to registration under the US Securities Act of 1933 (the "Securities Act"), or an exemption
therefrom. There will be no public offering in the United States. The simplification and the South African scheme of
arrangement (the “Scheme”) have not been and will not be approved or disapproved by the US Securities and Exchange
Commission (the "SEC"), nor has the SEC or any US state securities commission passed upon the merits or fairness of the
simplification or the Scheme nor upon the adequacy or accuracy of the information contained in the Prospectus, the scheme
circular or the shareholder circular. Any representation to the contrary is a criminal offence in the United States.

Any purchase of securities should only be made on the basis of information contained in the Prospectus. The Prospectus
contains detailed information about the Group and its management, as well as financial statements and other financial data.
It may be unlawful to distribute the Prospectus in certain jurisdictions.

You are advised to read the Prospectus, the Mondi Limited circular (including the scheme of arrangement) and Mondi plc
circular and other relevant documents regarding the simplification in their entirety, including any documents incorporated by
reference into the Prospectus as well as any amendments or supplements to those documents, because these documents
contain important information about the Group, the simplification and the Scheme.

The Prospectus, the Mondi Limited circular (including the scheme of arrangement) and the Mondi plc circular may be
obtained, without charge, from the Group’s website at www.mondigroup.com.

Date: 10/05/2019 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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