13th May 2016 10:21
MONDI PLC - Result of AGMMONDI PLC - Result of AGM
PR Newswire
London, May 13
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)JSE share code: MNP ISIN: GB00B1CRLC47LSE share code: MNDI
13 May 2016
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 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 12 May 2016. 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.
The directors have noted that the votes against resolutions 20, 21, 22, 31 and 32 were higher than for other resolutions. These resolutions relate to the authority to be given to directors to allot and issue shares. The voting is in line with the pattern Mondi has seen at previous Annual General Meetings. Having engaged with shareholders in this regard over recent years the directors are aware that South African shareholders in particular (who represent over 33% of the total voting shares) have particular concerns about these types of resolution. We understand from our engagement with shareholders that this is not specific to Mondi and they routinely vote against such resolutions as a matter of policy.
| Resolution | Votes For | % | Votes Against | % | Votes Total | Votes Withheld | |||||
| Common Business: Mondi Limited and Mondi plc | |||||||||||
| 1. To elect Dominique Reiniche as a director | 370,949,437 | 99.64 | 1,358,351 | 0.36 | 372,307,788 | 1,325,147 | |||||
| 2. To re-elect Stephen Harris as a director | 370,698,749 | 99.57 | 1,609,039 | 0.43 | 372,307,788 | 1,325,147 | |||||
| 3. To re-elect David Hathorn as a director | 371,503,468 | 99.56 | 1,636,404 | 0.44 | 373,139,872 | 493,063 | |||||
| 4. To re-elect Andrew King as a director | 369,781,665 | 99.32 | 2,525,998 | 0.68 | 372,307,663 | 1,325,272 | |||||
| 5. To re-elect John Nicholas as a director | 369,614,536 | 99.28 | 2,693,227 | 0.72 | 372,307,763 | 1,325,172 | |||||
| 6. To re-elect Peter Oswald as a director | 370,610,679 | 99.32 | 2,529,163 | 0.68 | 373,139,842 | 493,093 | |||||
| 7. To re-elect Fred Phaswana as a director | 369,687,542 | 99.33 | 2,488,228 | 0.67 | 372,175,770 | 1,457,165 | |||||
| 8. To re-elect Anne Quinn as a director | 371,228,322 | 99.71 | 1,079,465 | 0.29 | 372,307,787 | 1,325,147 | |||||
| 9. To re-elect David Williams as a director | 368,606,634 | 99.04 | 3,563,280 | 0.96 | 372,169,914 | 1,463,020 | |||||
| 10. To elect Stephen Harris as a member of the DLC audit committee | 372,273,170 | 99.99 | 32,552 | 0.01 | 372,305,722 | 1,327,213 | |||||
| 11. To elect John Nicholas as a member of the DLC audit committee | 372,243,076 | 99.98 | 62,521 | 0.02 | 372,305,597 | 1,327,338 | |||||
| 12. To elect Anne Quinn as a member of the DLC audit committee | 372,302,947 | 100.00 | 2,775 | 0.00 | 372,305,722 | 1,327,213 | |||||
| Mondi Limited Business | |||||||||||
| 13. To receive the audited financial statements | 371,075,068 | 99.90 | 370,996 | 0.10 | 371,446,064 | 2,186,871 | |||||
| 14. To endorse the remuneration policy | 343,062,824 | 94.32 | 20,649,980 | 5.68 | 363,712,804 | 9,920,130 | |||||
| 15. To authorise a maximum increase of 2.1% in non-executive director fees* | 371,478,693 | 99.82 | 657,438 | 0.18 | 372,136,131 | 1,496,804 | |||||
| 16. To declare a final dividend | 372,149,275 | 100.00 | 0 | 0.00 | 372,149,275 | 1,483,660 | |||||
| 17. To reappoint the auditors | 371,145,866 | 99.73 | 999,406 | 0.27 | 372,145,272 | 1,487,663 | |||||
| 18. To authorise the DLC audit committee to determine the auditors’ remuneration | 371,439,352 | 99.81 | 706,595 | 0.19 | 372,145,947 | 1,486,988 | |||||
| 19. To authorise the directors to provide direct or indirect financial assistance* | 365,445,821 | 98.63 | 5,091,625 | 1.37 | 370,537,446 | 3,095,489 | |||||
| 20. To place 5% of the issued ordinary shares of Mondi Limited under the control of the directors of Mondi Limited | 314,244,370 | 84.44 | 57,898,985 | 15.56 | 372,143,355 | 1,489,580 | |||||
| 21. To place 5% of the issued special converting shares of Mondi Limited under the control of the directors of Mondi Limited | 314,298,530 | 84.46 | 57,840,454 | 15.54 | 372,138,984 | 1,493,951 | |||||
| 22. To authorise the directors to allot and issue ordinary shares of Mondi Limited for cash‡ | 315,023,797 | 84.65 | 57,104,467 | 15.35 | 372,128,264 | 1,504,671 | |||||
| 23. To authorise Mondi Limited to purchase its own shares* | 363,492,593 | 98.51 | 5,511,432 | 1.49 | 369,004,025 | 4,628,909 | |||||
| 24. To approve the Mondi Limited 2016 Long-Term Incentive Plan | 345,063,631 | 93.97 | 22,157,516 | 6.03 | 367,221,147 | 6,411,787 | |||||
| 25. To approve the Mondi Limited 2016 Bonus Share Plan | 361,732,417 | 98.36 | 6,027,771 | 1.64 | 367,760,188 | 5,872,746 | |||||
| Mondi plc Business | |||||||||||
| 26. To receive the report and accounts | 371,621,035 | 99.79 | 795,008 | 0.21 | 372,416,043 | 1,216,892 | |||||
| 27. To approve the remuneration report (other than the policy) | 339,522,104 | 94.03 | 21,554,976 | 5.97 | 361,077,080 | 12,555,854 | |||||
| 28. To declare a final dividend | 372,345,500 | 99.79 | 795,882 | 0.21 | 373,141,382 | 491,553 | |||||
| 29. To reappoint the auditors | 371,345,844 | 99.52 | 1,794,361 | 0.48 | 373,140,205 | 492,730 | |||||
| 30. To authorise the DLC audit committee to determine the auditors’ remuneration | 371,637,206 | 99.60 | 1,501,550 | 0.40 | 373,138,756 | 494,179 | |||||
| 31. To authorise the directors to allot relevant securities | 314,484,153 | 84.28 | 58,652,156 | 15.72 | 373,136,309 | 496,626 | |||||
| 32. To authorise the directors to disapply pre-emption rights* | 310,626,797 | 83.25 | 62,493,790 | 16.75 | 373,120,587 | 512,348 | |||||
| 33. To authorise Mondi plc to purchase its own shares* | 367,587,792 | 98.87 | 4,209,589 | 1.13 | 371,797,381 | 1,835,553 | |||||
| 34. To approve the Mondi plc 2016 Long-Term Incentive Plan | 344,308,490 | 92.87 | 26,437,451 | 7.13 | 370,745,941 | 2,886,993 | |||||
| 35. To approve the Mondi plc 2016 Bonus Share Plan | 361,852,111 | 98.13 | 6,901,566 | 1.87 | 368,753,677 | 4,879,256 |
* 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
Sponsor in South Africa: UBS South Africa (Pty) Ltd
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