Mondi plc

Incorporated in England and Wales

Registered number: 6209386

LEI: 213800LOZA69QFDC9N34

LSE share code: MNDI     ISIN: GB00BMWC6P49

JSE share code: MNP

 

 

8 May 2025

 

Annual General Meeting

 

The Annual General Meeting (AGM) of Mondi plc was held earlier today.

 

All resolutions were passed by shareholders by way of a poll and all valid proxy votes were included in the poll. The Company's issued share capital on 6 May 2025 (the voting record date) was 441,412,530 ordinary shares of €0.22 each. Overall approximately 81% of shares were voted. The total number of votes received on each resolution is as follows:

 

 

 _____________________________________________________________________________
|            |Votes      |      |Votes     |     |Votes      |% of  |Votes    |
|Resolution  |           |%     |          |%    |           |ISC   |Withheld |
|            |For        |      |Against   |     |Total      |Voted |**       |
|____________|___________|______|__________|_____|___________|______|_________|
|1. To       |           |      |          |     |           |      |         |
|receive the |357,824,789|100.00|4,452     |0.00 |357,829,241|81.06%|903,719  |
|report and  |           |      |          |     |           |      |         |
|accounts    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|2. To       |           |      |          |     |           |      |         |
|approve the |           |      |          |     |           |      |         |
|remuneration|314,207,345|87.66 |44,251,368|12.34|358,458,713|81.21%|274,246  |
|report      |           |      |          |     |           |      |         |
|(other than |           |      |          |     |           |      |         |
|the policy) |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|3. To       |           |      |          |     |           |      |         |
|declare a   |355,206,580|99.09 |3,267,142 |0.91 |358,473,722|81.21%|259,238  |
|final       |           |      |          |     |           |      |         |
|dividend    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|4. To elect |           |      |          |     |           |      |         |
|Sucheta     |358,319,325|99.96 |147,057   |0.04 |358,466,382|81.21%|266,578  |
|Govil as a  |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|5. To       |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Svein       |           |      |          |     |           |      |         |
|Richard     |356,786,343|99.53 |1,679,870 |0.47 |358,466,213|81.21%|266,747  |
|Brandtzaeg  |           |      |          |     |           |      |         |
|as a        |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|6. To       |           |      |          |     |           |      |         |
|re-elect Sue|357,373,746|99.70 |1,091,646 |0.30 |358,465,392|81.21%|307,568  |
|Clark as a  |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|7. To       |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Anke Groth  |358,454,664|100.00|11,426    |0.00 |358,466,090|81.21%|266,870  |
|as a        |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|8. To       |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Andrew King |358,457,856|100.00|7,731     |0.00 |358,465,587|81.21%|267,373  |
|as a        |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|9. To       |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Saki        |354,190,606|98.81 |4,274,762 |1.19 |358,465,368|81.21%|267,592  |
|Macozoma as |           |      |          |     |           |      |         |
|a director  |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|10. To      |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Mike Powell |358,250,916|99.94 |214,759   |0.06 |358,465,675|81.21%|267,285  |
|as a        |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|11. To      |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Dame Angela |358,433,203|99.99 |33,656    |0.01 |358,466,859|81.21%|266,101  |
|Strank as a |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|12. To      |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Philip Yea  |355,584,380|99.20 |2,882,110 |0.80 |358,466,490|81.21%|266,470  |
|as a        |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|13. To      |           |      |          |     |           |      |         |
|re-elect    |           |      |          |     |           |      |         |
|Stephen     |357,922,998|99.85 |543,492   |0.15 |358,466,490|81.21%|266,470  |
|Young as a  |           |      |          |     |           |      |         |
|director    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|14. To      |           |      |          |     |           |      |         |
|appoint the |357,501,819|99.96 |133,092   |0.04 |357,634,911|81.02%|1,098,049|
|auditors    |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|15. To      |           |      |          |     |           |      |         |
|authorise   |           |      |          |     |           |      |         |
|the audit   |           |      |          |     |           |      |         |
|committee to|358,444,327|99.99 |22,814    |0.01 |358,467,141|81.21%|265,819  |
|determine   |           |      |          |     |           |      |         |
|the         |           |      |          |     |           |      |         |
|auditors'   |           |      |          |     |           |      |         |
|remuneration|           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|16. To      |           |      |          |     |           |      |         |
|approve the |           |      |          |     |           |      |         |
|Mondi plc   |351,702,807|98.11 |6,759,997 |1.89 |358,462,804|81.21%|270,156  |
|Long-Term   |           |      |          |     |           |      |         |
|Incentive   |           |      |          |     |           |      |         |
|Plan 2025   |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|17. To      |           |      |          |     |           |      |         |
|approve the |           |      |          |     |           |      |         |
|Mondi plc   |354,716,835|98.95 |3,747,274 |1.05 |358,464,109|81.21%|268,851  |
|Bonus Share |           |      |          |     |           |      |         |
|Plan 2025   |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|18. To      |           |      |          |     |           |      |         |
|authorise   |           |      |          |     |           |      |         |
|the         |           |      |          |     |           |      |         |
|directors to|320,802,560|89.49 |37,668,218|10.51|358,470,778|81.21%|262,182  |
|allot       |           |      |          |     |           |      |         |
|relevant    |           |      |          |     |           |      |         |
|securities  |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|19. To      |           |      |          |     |           |      |         |
|authorise   |           |      |          |     |           |      |         |
|the         |           |      |          |     |           |      |         |
|directors to|281,254,315|78.46 |77,217,173|21.54|358,471,488|81.21%|261,472  |
|disapply    |           |      |          |     |           |      |         |
|pre-emption |           |      |          |     |           |      |         |
|rights*     |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|20. To      |           |      |          |     |           |      |         |
|authorise   |           |      |          |     |           |      |         |
|Mondi plc   |           |      |          |     |           |      |         |
|            |320,075,162|89.30 |38,368,680|10.70|358,443,842|81.20%|289,118  |
|to purchase |           |      |          |     |           |      |         |
|its own     |           |      |          |     |           |      |         |
|shares*     |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|
|21. To      |           |      |          |     |           |      |         |
|authorise   |           |      |          |     |           |      |         |
|general     |           |      |          |     |           |      |         |
|            |           |      |          |     |           |      |         |
|meetings to |302,942,068|84.51 |55,530,238|15.49|358,472,306|81.21%|260,654  |
|be held on  |           |      |          |     |           |      |         |
|14          |           |      |          |     |           |      |         |
|            |           |      |          |     |           |      |         |
|days'       |           |      |          |     |           |      |         |
|notice*     |           |      |          |     |           |      |         |
|____________|___________|______|__________|_____|___________|______|_________|

 

 

* Special Resolutions

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

 

The Board notes that although Resolution 19 (Disapplication of pre-emption rights) was passed and approved by the majority of shareholders, slightly more than 20% of the votes were cast against the Board's recommendation on the resolution. The resolution follows the relevant provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflects UK listed company market practice. Directors were not seeking the maximum authority permitted by the Pre-Emption Group's Statement of Principles, but rather, at a level that is consistent with the approach taken in recent years and which would provide the Directors with a degree of flexibility. The Board is mindful of the views expressed by a number of its South African shareholders. We will engage with relevant shareholders in accordance with the UK Corporate Governance Code and will provide an update within six months of the Annual General Meeting.

 

In accordance with UK Listing Rule 6.4.2R,   resolutions 16 and 17 constitute special business and have therefore been uploaded to the National Storage Mechanism and will shortly be available for inspection at:   https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

 

Jenny Hampshire

Company Secretary  

Mondi plc

 

 

About Mondi

Mondi is a global leader in packaging and paper, contributing to a better world by producing products that are sustainable by design. We employ 24,000 people in more than 30 countries and operate an integrated business with expertise spanning the entire value chain, enabling us to offer our customers a broad range of innovative solutions for consumer and industrial end-use applications. Sustainability is at the centre of our strategy, with our ambitious commitments to 2030 focused on circular driven solutions, created by empowered people, taking action on climate.

 

In 2024, Mondi had revenues of €7.4 billion and underlying EBITDA of €1.0 billion. Mondi is listed on the London Stock Exchange in the ESCC category (MNDI), where the Group is a FTSE100 constituent. It also has a secondary listing on the JSE Limited (MNP).

mondigroup.com

Sponsor in South Africa: Merrill Lynch South Africa Proprietary Limited t/a BofA Securities.