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
12 May 2017
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 Guidance and Transparency
and Listing Rules of the United Kingdom Listing Authority. To
comply with the requirements in Articles 7 and 9 of the regulatory
technical standards of the Transparency Directive (2004/109/EC),
this announcement is classified as additional regulated information
required to be disclosed under the laws of a Member State.
The Annual General Meetings of Mondi Limited and Mondi plc were
both held on 11 May 2017. 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.
At the conclusion of the Annual General Meetings, David Hathorn retired as a director of Mondi
Limited and Mondi plc and as Group Chief Executive Officer. The
information required to be disclosed in accordance with section
430(2B) of the UK Companies Act 2006 will be available shortly on
the Mondi Group website at www.mondigroup.com.
Resolution |
Votes
For |
|
% |
|
Votes
Against |
|
% |
|
Votes
Total |
|
Votes Withheld |
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Common Business:
Mondi Limited and Mondi plc |
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1. To elect Tanya Fratto as a
director |
370,045,279 |
|
99.81 |
|
704,508 |
|
0.19 |
|
370,749,787 |
|
344,616 |
2. To re-elect Stephen Harris as a
director |
369,458,795 |
|
99.65 |
|
1,291,218 |
|
0.35 |
|
370,750,013 |
|
344,390 |
3. To re-elect Andrew King as a
director |
366,397,399 |
|
98.83 |
|
4,352,888 |
|
1.17 |
|
370,750,287 |
|
344,116 |
4. To re-elect John Nicholas as a
director |
365,785,908 |
|
98.66 |
|
4,964,105 |
|
1.34 |
|
370,750,013 |
|
344,390 |
5. To re-elect Peter Oswald as a
director |
368,697,561 |
|
99.45 |
|
2,052,626 |
|
0.55 |
|
370,750,187 |
|
344,216 |
6. To re-elect Fred Phaswana as a
director |
366,375,415 |
|
98.82 |
|
4,375,279 |
|
1.18 |
|
370,750,694 |
|
343,709 |
7. To re-elect Dominique Reiniche as
a director |
367,104,763 |
|
99.02 |
|
3,644,750 |
|
0.98 |
|
370,749,513 |
|
344,890 |
8. To re-elect David Williams as a
director |
361,722,243 |
|
97.57 |
|
9,009,607 |
|
2.43 |
|
370,731,850 |
|
362,553 |
9. To elect Tanya Fratto as a member
of the DLC audit committee |
369,368,172 |
|
99.63 |
|
1,380,348 |
|
0.37 |
|
370,748,520 |
|
345,883 |
10. To elect Stephen Harris as a
member of the DLC audit committee |
369,325,044 |
|
99.62 |
|
1,423,202 |
|
0.38 |
|
370,748,246 |
|
346,157 |
11. To elect John Nicholas as a
member of the DLC audit committee |
368,629,679 |
|
99.43 |
|
2,118,567 |
|
0.57 |
|
370,748,246 |
|
346,157 |
|
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Mondi Limited Business |
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12. To receive the audited financial
statements |
369,114,634 |
|
99.66 |
|
1,274,002 |
|
0.34 |
|
370,388,636 |
|
704,967 |
13. To endorse the remuneration
policy |
350,978,897 |
|
95.09 |
|
18,136,071 |
|
4.91 |
|
369,114,968 |
|
1,978,635 |
14. To authorise a maximum increase
of 2.1% in non-executive director fees* |
370,597,620 |
|
99.96 |
|
143,150 |
|
0.04 |
|
370,740,770 |
|
352,833 |
15. To declare a final dividend |
370,711,551 |
|
99.99 |
|
43,421 |
|
0.01 |
|
370,754,972 |
|
338,631 |
16. To appoint the auditors |
370,688,841 |
|
99.98 |
|
58,557 |
|
0.02 |
|
370,747,398 |
|
346,205 |
17. To authorise the DLC audit
committee to determine the auditors’ remuneration |
370,735,001 |
|
100.00 |
|
1,969 |
|
0.00 |
|
370,736,970 |
|
356,633 |
18. To authorise the directors to
provide direct or indirect financial assistance* |
365,188,632 |
|
99.05 |
|
3,497,310 |
|
0.95 |
|
368,685,942 |
|
2,407,661 |
19. To place 5% of the issued
ordinary shares of Mondi Limited under the control of the directors
of Mondi Limited |
334,339,153 |
|
90.18 |
|
36,409,855 |
|
9.82 |
|
370,749,008 |
|
344,595 |
20. To place 5% of the issued
special converting shares of Mondi Limited under the control of the
directors of Mondi Limited |
337,599,877 |
|
91.06 |
|
33,149,006 |
|
8.94 |
|
370,748,883 |
|
344,720 |
21. To authorise the directors to
allot and issue ordinary shares of Mondi Limited for cash‡ |
336,816,116 |
|
90.85 |
|
33,934,103 |
|
9.15 |
|
370,750,219 |
|
343,384 |
22. To authorise Mondi Limited to
purchase its own shares* |
363,617,840 |
|
98.46 |
|
5,672,376 |
|
1.54 |
|
369,290,216 |
|
1,803,387 |
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Mondi plc Business |
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23. To receive the report and
accounts |
370,290,080 |
|
99.98 |
|
79,169 |
|
0.02 |
|
370,369,249 |
|
725,154 |
24. To approve the remuneration
policy |
350,932,350 |
|
95.57 |
|
16,263,381 |
|
4.43 |
|
367,195,731 |
|
3,898,672 |
25. To approve the remuneration
report (other than the policy) |
362,028,426 |
|
98.92 |
|
3,967,572 |
|
1.08 |
|
365,995,998 |
|
5,098,405 |
26. To declare a final dividend |
370,711,620 |
|
99.99 |
|
43,421 |
|
0.01 |
|
370,755,041 |
|
339,362 |
27. To appoint the auditors |
370,689,183 |
|
99.98 |
|
62,636 |
|
0.02 |
|
370,751,819 |
|
342,584 |
28. To authorise the DLC audit
committee to determine the auditors’ remuneration |
370,733,489 |
|
100.00 |
|
2,012 |
|
0.00 |
|
370,735,501 |
|
358,902 |
29. To authorise the directors to
allot relevant securities |
337,818,091 |
|
91.12 |
|
32,925,926 |
|
8.88 |
|
370,744,017 |
|
350,386 |
30. To authorise the directors to
disapply pre-emption rights* |
336,275,295 |
|
90.70 |
|
34,471,482 |
|
9.30 |
|
370,746,777 |
|
347,626 |
31. To authorise Mondi plc to
purchase its own shares* |
365,805,338 |
|
98.73 |
|
4,711,061 |
|
1.27 |
|
370,516,399 |
|
578,004 |
* Special Resolutions
‡ 75% votes in favour required pursuant to the Listings
Requirements of the JSE Limited.
Philip
Laubscher
Jenny Hampshire
Company
Secretary
Company Secretary
Mondi
Limited
Mondi plc
Sponsor in South Africa: UBS
South Africa (Pty) Ltd