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MND MNP
MND MNP
MNP/MND - Mondi - 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)
(Registration number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI
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 369,975, 98.89 4,146,683 1.11 374,121, 8,504
Stephen Harris as 297 980
a director
2. To re-elect 373,535, 99.84 586,549 0.16 374,121, 8,577
David Hathorn as a 358 907
director
3. To re-elect 373,535, 99.84 586,527 0.16 374,121, 8,504
Andrew King as a 453 980
director
4. To re-elect 373,704, 99.89 417,919 0.11 374,122, 8,436
Imogen Mkhize as a 129 048
director
5. To re-elect 373,799, 99.91 322,561 0.09 374,121, 8,504
John Nicholas as 419 980
a director
6. To re-elect 370,473, 99.02 3,648,897 0.98 374,121, 8,573
Peter Oswald as a 014 911
director
7. To re-elect 373,799, 99.91 322,594 0.09 374,121, 8,723
Anne Quinn as a 167 761
director
8. To re-elect 328,866, 88.41 43,106,829 11.59 371,973, 2,157,21
Cyril Ramaphosa as 438 267 7
a director
9. To re-elect 370,523, 99.04 3,598,603 0.96 374,121, 8,504
David Williams as 377 980
a director
10. To elect 371,371, 99.88 433,773 0.12 371,804, 2,325,49
Stephen Harris as 215 988 6
a member of the
DLC audit
committee
11. To elect John 373,703, 99.94 235,725 0.06 373,938, 191,704
Nicholas as a 055 780
member of the DLC
audit committee
12. To elect Anne 373,703, 99.94 235,458 0.06 373,938, 191,952
Quinn as a member 074 532
of the DLC audit
committee
Mondi Limited
Business
13. To receive the 374,109, 99.99 19,541 0.01 374,128, 1,502
report and 441 982
accounts
14. To approve the 369,492, 98.80 4,479,519 1.20 373,972, 158,260
remuneration 705 224
policy
15. To confirm the 374,024, 99.97 99,850 0.03 374,124, 5,859
director fees* 775 625
16. To declare a 374,128, 100.00 974 0.00 374,128, 1,502
final dividend 008 982
17. To reappoint 374,019, 99.97 107,744 0.03 374,126, 3,623
the auditors 117 861
18. To authorise 374,049, 99.98 73,469 0.02 374,123, 7,026
the DLC audit 989 458
committee to
determine the
auditors`
remuneration
19. To authorise 369,718, 98.82 4,411,701 1.18 374,129, 8,638
the directors to 145 846
provide direct or
indirect financial
assistance*
20. To place 5% of 241,532, 64.56 132,598,45 35.44 374,130, 7,332
the issued 196 6 652
ordinary shares of
Mondi Limited
under the control
of the directors
of Mondi Limited
21. To place 5% of 241,731, 64.61 132,391,43 35.39 374,123, 7,331
the special 717 6 153
converting shares
of Mondi Limited
under the control
of the directors
of Mondi Limited
22. To authorise 241,757, 64.63 132,331,67 35.37 374,088, 41,771
the directors to 042 1 713
allot and issue
ordinary shares of
Mondi Limited for
cash
23. To authorise 373,272, 99.92 295,429 0.08 373,567, 562,996
Mondi Ltd to 059 488
purchase its own
shares*
24. To adopt a new 373,933, 100.00 15,949 0.00 373,949, 189,347
Memorandum of 188 137
Incorporation of
Mondi Limited*
25. To amend the 373,940, 100.00 8,193 0.00 373,949, 189,347
borrowing powers 944 137
in the Memorandum
of Incorporation
of Mondi Limited*
Mondi plc Business
26. To receive the 374,135, 99.99 19,397 0.01 374,155, 831
report and 616 013
accounts
27. To approve the 369,263, 98.79 4,527,220 1.21 373,790, 339,514
remuneration 750 970
report
28. To declare a 374,154, 100.00 871 0.00 374,155, 831
final dividend 142 013
29. To reappoint 374,045, 99.97 107,863 0.03 374,153, 2,685
the auditors 296 159
30. To authorise 374,079, 99.98 73,325 0.02 374,152, 3,179
the DLC audit 340 665
committee to
determine the
auditors`
remuneration
31. To authorise 232,961, 62.27 141,167,15 37.73 374,128, 10,310
the directors to 015 9 174
allot relevant
securities
32. To authorise 237,159, 63.39 136,973,41 36.61 374,132, 5,812
the directors to 257 5 672
disapply pre-
emption rights*
33. To authorise 370,171, 99.04 3,578,379 0.96 373,749, 380,665
Mondi plc to 440 819
purchase its own
shares*
34. To adopt new 370,475, 99.07 3,473,797 0.93 373,949, 188,992
Articles of 695 492
Association of
Mondi plc*
35. To amend the 373,941, 100.00 8,024 0.00 373,949, 189,115
borrowing powers 345 369
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
4 May 2012
Sponsor: UBS South Africa (Pty )Ltd
Date: 04/05/2012 12:26:01 Produced by the JSE SENS Department.
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