Annual Financial Report

MONDI PLC - Annual Financial Report

PR Newswire

London, March 26

As part of the dual listed company structure, Mondi Limited and Mondi plc(together `Mondi Group') notify both the JSE Limited and the London StockExchange of matters required to be disclosed under the Listings Requirements ofthe JSE Limited and/or the Disclosure and Transparency and Listing Rules of theUnited Kingdom Listing Authority.

Capitalised terms not defined in this announcement shall bear the meaningsascribed to such terms in the Notices of the Annual General Meetings of MondiLimited and Mondi plc that have been issued and posted to Mondi Groupshareholders today, 26 March 2013.

26 March 2013

POSTING OF INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETINGS OF MONDILIMITED AND MONDI plc AND PROPOSED ODD-LOT OFFER

The Annual General Meeting of Mondi Limited will be held at 11:30 (SA time) onFriday 3 May 2013 at the Hyatt Regency, 191 Oxford Road, Rosebank, Johannesburg2132, South Africa. Pursuant to the dual listed company structure, the parallelAnnual General Meeting of Mondi plc will be held at 10:30 (UK time) on Friday 3May 2013 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ, UnitedKingdom.

The Mondi Group Integrated report and financial statements 2012 and the Noticesof the Annual General Meetings of Mondi Limited and Mondi plc have been issuedand posted to Mondi Group shareholders today, 26 March 2013. The auditedcombined and consolidated financial statements reported in the Integratedreport and financial statements 2012 do not contain any material changes fromthe results published in the Mondi Group's preliminary statement (which wereaudited by Deloitte & Touche and Deloitte LLP) issued on 21 February 2013.

The combined and consolidated financial statements reported in the Mondi GroupIntegrated report and financial statements 2012 for the year ended 31 December2012 were audited by Deloitte & Touche and Deloitte LLP. Their unqualifiedaudit reports are included in the integrated report and financial statements2012 and are available for inspection at the registered offices of MondiLimited and Mondi plc.

The following documents have been submitted to the National Storage Mechanismand will shortly be available for inspection at: www.Hemscott.com/nsm.do

The Mondi Group Integrated report and financial statements 2012 and the Noticesof the Annual General Meetings of Mondi Limited and Mondi plc are alsoavailable on the Mondi Group web site at: www.mondigroup.com

PROPOSED ODD-LOT OFFER

1. Introduction

As part of the business of the Annual General Meetings of Mondi Limited andMondi plc, the board of directors of each of Mondi Limited and Mondi plc (theDirectors) are seeking authority from the holders of the issued ordinary sharecapital of Mondi Limited and of Mondi plc (Ordinary Shares)(Shareholders), togrant them authority to implement an odd-lot offer (Odd-lot Offer) at any timewithin 18 months from the date of the Annual General Meetings.

The actual timing for, and implementation of, the proposed Odd-lot Offer willbe decided by the Directors and will be at their sole discretion.

2. Rationale for the Odd-lot Offer

Pursuant to the Odd-lot Offer, holders of less than 100 Ordinary Shares inMondi plc and holders of less than 100 Ordinary Shares in Mondi Limited(collectively, Odd-lot Holders) will be given the option to sell their holdings(Odd-lots) to Mondi plc or, in the case of Mondi Limited, to Mondi Limited, theMondi Share Incentive Schemes Trust Trustees or a subsidiary of Mondi Limited(as determined by Mondi Limited), as appropriate. Odd-lot Holders who do notexpressly elect to retain their Odd-lots will participate in the Odd-lot Offerand their Odd-lots will be sold to Mondi plc or, in the case of Mondi Limited,to Mondi Limited, the Mondi Incentive Schemes Trust Trustees or a subsidiary ofMondi Limited (as determined by Mondi Limited), as appropriate.

The rationale for seeking the authority to implement an Odd-lot Offer is thatMondi has an unusually large number of Shareholders for a group of its size,with a total of more than 67,800 Shareholders across the Mondi Limited andMondi plc share registers. Of this number approximately 77.5% hold fewer than100 Ordinary Shares, which represents 0.14% of the total number of OrdinaryShares in issue. The Directors attribute the relatively large number ofShareholders to Mondi's history, which includes a demerger from Anglo Americanplc in 2007. The recurring costs of administration resulting from therelatively large number of Shareholders (for example, the costs of printing anddistributing financial statements, circulars and notices) affect Shareholdersof the Mondi Group as a whole. The Odd-lot Offer will enable Mondi to identifyactive Shareholders and to repurchase the holdings of those Shareholders whohold less than 100 Ordinary Shares and who do not expressly elect to retaintheir Ordinary Shares, and thereby reduce overall administration costs. TheOdd-lot Offer will also enable holders of relatively small numbers of OrdinaryShares in Mondi to exit their shareholding in a cost-effective manner, withoutincurring transaction costs such as transfer fees, brokerage fees andsecurities transfer tax, and at a 5% premium to the volume weighted averagemarket price for the five trading days prior to the date on which the Odd-lotOffer is announced.

3. Effect on share capital

If Mondi were to implement an Odd-lot Offer immediately after the AnnualGeneral Meeting, based on the holdings of Odd-lots as at 4 March 2013, themaximum number of Ordinary Shares that could be purchased pursuant to such anOdd-lot Offer would be 257,798 (0.22%) of the Mondi Limited Ordinary Shares and440,796 (0.12%) of the Mondi plc Ordinary Shares.

Mondi Limited

Any Mondi Limited Ordinary Shares acquired by the Mondi Incentive Schemes TrustTrustees or a subsidiary of Mondi Limited, as determined by Mondi Limited,pursuant to the Odd-lot Offer will not be cancelled in respect of the MondiLimited share register. Accordingly, any acquisition of Mondi Limited OrdinaryShares pursuant to the Odd-lot Offer, if effected by the Mondi IncentiveSchemes Trust Trustees or a subsidiary of Mondi Limited, as determined by MondiLimited, will have no effect on the issued Ordinary Share capital of MondiLimited.

Mondi plc

Any Mondi plc Ordinary Shares acquired by Mondi plc pursuant to the Odd-lotOffer will not be cancelled and will instead be held in treasury by Mondi plc.The current proposal is that, following the Odd-lot Offer, these treasuryshares may then be acquired by the Mondi Employee Share Trust Trustees inrespect of the Mondi plc share register and the Mondi plc South African branchshare register. Accordingly, any buyback of Mondi plc Ordinary Shares by Mondiplc pursuant to the Odd-lot Offer will have no effect on the issued OrdinaryShare capital of Mondi plc.

4. Financial effects

It is anticipated that any Odd-lot Offer that is announced by the Directors andany potential acquisition of Ordinary Shares pursuant to such Odd-lot Offerwill not have a significant effect on earnings, headline earnings per OrdinaryShare, net asset value or tangible net asset value per Ordinary Share of eitherMondi Limited or Mondi plc.

5. Salient terms of the proposed Odd-lot Offer

Shareholders who are Odd-lot Holders on the First Record Date (being 12 April2013) and who remain Odd-lot Holders on the Second Record Date (being therecord date announced by the Directors when the Odd-lot Offer is declared) willbe entitled to participate in the Odd-lot Offer in respect of their Odd-lots.Shareholders who become Odd-lot Holders between the First Record Date and theSecond Record Date will not be entitled to participate in the Odd-lot Offer.

Odd-lot Holders will be those Shareholders who:

i. are recorded on either the Mondi Limited share register, Mondi plc share

register or the Mondi plc South African branch share register as holding,

in aggregate, less than 100 Ordinary Shares in each of Mondi Limited and/or

Mondi plc on the First Record Date and the Second Record Date; or

ii. in relation to the Mondi Limited share register and Mondi plc South African

Holdings of Ordinary Shares either (i) in certificated and uncertificated formor (ii) on different registers will be treated as separate holdings for thepurposes of determining whether Shareholders will be entitled to participate inthe Odd-lot Offer. Therefore, Shareholders that hold less than 100 Mondi plcOrdinary Shares and less than 100 Mondi Limited Ordinary Shares may participatein both the Mondi plc and Mondi Limited portion of the Odd-lot Offer.

Persons who are direct clients of CSDPs or brokers and are either registeredShareholders or hold their Ordinary Share interests directly through a Strateapproved nominee and are recorded as holding less than 100 Ordinary Shares onthe records maintained by such CSDPs or brokers will be entitled to participatein the Odd-lot Offer. Persons who are not recorded directly on the recordsmaintained by such CSDPs or brokers and are neither registered Shareholders norhold their Ordinary Share interests directly through a Strate approved nominee,but who may otherwise hold a beneficial interest in Ordinary Shares indirectlythrough such CSDPs or brokers, will not be entitled to participate in theOdd-lot Offer.

Under the terms of the Odd-lot Offer Mondi Limited Odd-lot Holders will beable:

i. by making no election, to have their Ordinary Shares acquired by Mondi

ii. to expressly elect to retain their shareholding.

Under the terms of the Odd-lot Offer Mondi plc Odd-lot Holders will be able:

i. by making no election, to have their Ordinary Shares bought back by Mondi

plc under the terms of section 694 of the UK Companies Act at the Offer

Price (this being the default election for those Odd-lot Holders that do

not respond to the Odd-lot Offer); or

ii. to expressly elect to retain their shareholding.

However, for Shareholders who are recorded on the Mondi plc share register, dueto the constraints of the CREST system, Odd-lot Holders who hold their OrdinaryShares, either directly or via a nominee, in CREST will not have their OrdinaryShares acquired unless they rematerialise their Ordinary Shares by the SecondRecord Date and do not elect to retain their holding of Odd-lots.

Repurchases of Odd-lots from Shareholders in Mondi plc will be made pursuant toa specific shareholder authority.

6. Offer Price

If an Odd-lot Offer is made by Mondi Limited, the Offer Price will in the caseof Mondi Limited Ordinary Shares held on the Mondi Limited share register, beat a 5% premium to the volume weighted average price of Mondi Limited OrdinaryShares traded on the JSE over the five trading days prior to the date on whichthe Offer Price is finalised, as determined by the Directors.

If an Odd-lot Offer is made by Mondi plc, the Offer Price will:

i. in the case of Mondi plc Ordinary Shares held on the Mondi plc share

register, be at a 5% premium to the volume weighted average price of Mondi

plc Ordinary Shares traded on the London Stock Exchange over the five

trading days prior to the date on which the Offer Price is finalised; and

ii. in the case of Mondi plc Ordinary Shares held on the Mondi plc South

African branch share register, be at a 5% premium to the volume weighted

average price of Mondi plc Ordinary Shares traded on the JSE over the five

trading days prior to the date on which the Offer Price is finalised,

in each case as determined by the Directors.

Mondi plc Odd-lot Holders recorded on the UK share register will be paid inPounds Sterling or Euros, dependent upon any currency election already made.Mondi Limited Odd-lot Holders and Mondi plc Odd-lot Holders recorded on theSouth African branch register will be paid in Rand.

The Offer Price will be published on SENS and on a RIS on the day it isfinalised.

7. Salient Dates and Times

The salient dates and times in respect of the Annual General Meetings and forthe purposes of participation in the proposed Odd-lot Offer are as follows:

Notes:

i. These dates and times are subject to change. Any material changes will be

published on SENS and a RIS.

ii. Mondi Limited Shareholders and Mondi plc South African branch share

register Shareholders should note that share certificates may not be

dematerialised or rematerialised between Monday 8 April 2013 and Friday 12

April 2013, both days inclusive.

A detailed timetable, including the date of the Second Record Date, for theimplementation of the proposed Odd-lot Offer will be communicated toShareholders in the event that the proposed Odd-lot Offer is made. TheDirectors shall be able to determine the details of such timetable at theirsole discretion.

8. Conditions Precedent

The implementation of the proposed Odd-lot Offer is subject to the passing ofrelevant resolutions to be proposed at the Annual General Meetings of MondiLimited and of Mondi plc, including resolutions to:

i. authorise the Directors of Mondi Limited to make and implement the Odd-lot

Offer at any time during the 18 month period after the date of the Annual

General Meeting;

ii. specifically authorise Mondi Limited, or the Mondi Incentive Schemes Trust

iii. approve the amendments to the Mondi plc Articles of Association to give

Mondi plc the ability to facilitate an Odd-lot Offer in respect of Mondi

plc Ordinary Shares subject to the Mondi plc shareholders passing an

ordinary resolution to give specific authority of any Odd-lot Offer;

iv. authorise the Directors of Mondi plc to make and implement the Odd-lot

Offer at any time during the 18 month period after the date of the Annual

General Meeting; and

v. authorise Mondi plc to make an off-market repurchase of Ordinary Shares in

Mondi plc on the terms of the Purchase Contract in accordance with section

694 of the UK Companies Act in order to implement the Odd-lot Offer.

9. Directors' Recommendation

The boards of Mondi Limited and Mondi plc consider that the Odd-lot Offer wouldbe in the best interests of Mondi Limited and Mondi plc and Shareholders ofMondi Limited and Mondi plc as a whole and unanimously recommend thatShareholders of Mondi plc vote in favour of resolutions 24, 25, 35, 36 and 37to be proposed at the Annual General Meetings of Mondi Limited and Mondi plc tobe held on Friday 3 May 2013.

Company Secretary, Mondi Limited

Ends

About Mondi

Mondi is an international packaging and paper Group, with production operationsacross 30 countries and revenue of €5.8 billion in 2012. The Group's keyoperations are located in central Europe, Russia and South Africa and as at theend of 2012, Mondi employed 25,700 people.

Mondi Group is fully integrated across the packaging and paper value chain,from the growing of wood and the production of pulp and paper (packaging paperand uncoated fine paper), to the conversion of packaging paper into corrugatedpackaging, industrial bags, extrusion coatings and release liner. Mondi is alsoa supplier of innovative consumer packaging solutions, advanced films andhygiene products components.

Mondi Group has a dual listed company structure, with a primary listing on theJSE Limited for Mondi Limited under the ticker code MND and a premium listingon the London Stock Exchange for Mondi plc, under the ticker code MNDI. TheGroup has been recognised for its sustainability through its inclusion in theFTSE4Good Global, European and UK Index Series (since 2008) and the JSE'sSocially Responsible Investment (SRI) Index since 2007. The Group was alsoincluded in the Carbon Disclosure Project's (CDP) FTSE 350 Carbon DisclosureLeadership Index (CDLI) for the third year and in CDP's FTSE 350 CarbonPerformance Leadership Index (CPLI) for the first time in 2012.

Sponsor in South Africa: UBS South Africa (Pty) Ltd