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General Meeting results & finalisation announcement

Published: 2024-01-15 18:30:31 ET
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Mondi plc
Incorporated in England and Wales
Registered number: 6209386
LEI: 213800LOZA69QFDC9N34
LSE share code: MNDI        ISIN: GB00B1CRLC47
JSE share code: MNP

15 January 2024

General Meeting results & finalisation announcement

General Meeting Results

The purpose of this announcement is to advise shareholders of the results of a General Meeting of Mondi plc held earlier today
and, in accordance with the JSE Listings Requirements, to provide shareholders with finalisation information in relation to the
implementation of the Special Dividend and associated Share Consolidation in accordance with the Circular.

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 11 January 2024 (the voting record date) was 485,553,780 ordinary shares of €0.20 each. Overall in
excess of 73% of shares were voted. The total number of votes received on each resolution is as follows:

 Resolution                                     Votes        %           Votes          %               Votes    % of ISC     Votes Withheld **
                                                  For                   Against                         Total      Voted

 1. To declare a special dividend        356,833,073     100.00          15,653      0.00        356,848,726       73.49%               87,271

 2. To approve the share                 354,747,912      99.83         594,687      0.17        355,342,599       73.18%            1,593,398
 consolidation

 3. To authorise the directors to        328,823,596      92.17     27,951,594       7.83        356,775,190       73.48%              160,807
 allot relevant securities

 4. To authorise the directors to        325,253,231      91.15     31,576,014       8.85        356,829,245       73.49%              106,752
 disapply pre-emption rights*

 5. To authorise Mondi plc               313,016,563      87.79     43,536,250      12.21        356,552,813       73.43%              383,184
 to purchase its own shares*



* 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.
All resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism


Finalisation Announcement


Following the approval of the Special Dividend and the Share Consolidation by Shareholders at the General Meeting, all conditions
required to be fulfilled to proceed to implementation of the Special Dividend and Share Consolidation have been fulfilled.

Unless otherwise defined, all capitalised terms have the same meanings as defined in the circular published by the Company on
19 December 2023 (the “Circular”).

The terms and conditions and salient dates and times in relation to the Special Dividend and Share Consolidation as set out in
the Circular and the announcements published by the Company on 19 December 2023 remain unchanged. The tax considerations
relating to the Special Dividend and the Share Consolidation are included on pages 22 to 26 of the Circular.

Shareholders are advised to read the Circular (available on Mondi's website www.mondigroup.com/investors) which contains the
terms and conditions of the Special Dividend and Share Consolidation, with care and in full. An electronic copy of the Circular is
available on the Company's website at www.mondigroup.com/investors and can be made available through a secure electronic
manner at the election of the person requesting inspection.

Fractional Entitlements

The Share Consolidation will replace every 11 Existing Ordinary Shares with 10 New Ordinary Shares. If an individual shareholding
is not exactly divisible by 11, the Shareholder in question will be left with a fractional entitlement. Fractional entitlements arising
from the Share Consolidation will not be delivered to Shareholders but will instead be aggregated and sold in the market, the
proceeds of which will be dealt with as outlined below:
(A) Shareholders on the UK Register

    -   The net proceeds of the sale, after the deduction of any expenses and/or commission associated with such sale (including
        any related VAT), will be paid in due proportion to the relevant Shareholders.
    -   Payment of fractional entitlements (where applicable) is expected to be effected on 12 February 2024. CREST members
        will receive their fractional entitlement payment via their CREST accounts. Shareholders on the UK Register who are not
        CREST members will receive their payment by cheque.

(B) Shareholders on the South African Branch Register

   -    In South Africa, the cash sum equal to its fractional entitlement will be calculated in accordance with South African market
        requirements. The cash value in respect of fractional entitlements to New Ordinary Shares shall be determined by
        reference to the weighted average price of the New Ordinary Shares on the JSE on 24 January 2024, less 10 per cent. in
        accordance with the Listings Requirements.
   -    Details regarding the payment of cash proceeds in respect of fractional entitlements to New Ordinary Shares will be
        announced on SENS by the Company before 11:00 a.m. (SA time) on 25 January 2024.


Issuance of shares
As stated in the Circular, in order to effect the Share Consolidation, it is necessary for the Company to issue three additional
Ordinary Shares of €0.20 each, so that the number of Existing Ordinary Shares is exactly divisible by 11 and to ensure the Share
Consolidation results in a whole number of New Ordinary Shares following the Share Consolidation.
The Company confirms that applications will be made on or around 16 January 2024 for the admission of three new Ordinary
Shares to: (i) the premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom and to
trading on the London Stock Exchange’s main market for listed securities; and (ii) listing and trading on the main board of the JSE
(“Admission”).
These three additional Ordinary Shares will be issued to the Company’s employee benefit trust, the Employee Share Trust, and
will rank equally with the existing issued Ordinary Shares of the Company.
It is expected that Admission will become effective on or around 19 January 2024 and that trading will commence on the same
day.
Following the issue of the three additional Ordinary Shares, the total number of Existing Ordinary Shares in issue will be
485,553,783. The Company does not hold any shares in treasury. Therefore, the total number of votes exercisable following the
issue of the three additional Ordinary Shares will be 485,553,783.




Jenny Hampshire
Company Secretary
Mondi plc



About Mondi
Mondi is a global leader in packaging and paper, contributing to a better world by making innovative solutions that are sustainable
by design. Our business is integrated across the value chain – from managing forests and producing pulp, paper and films, to
developing and manufacturing sustainable consumer and industrial packaging solutions using paper where possible, plastic when
useful. 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 2022, Mondi had revenues of €8.9 billion and underlying EBITDA of €1.8 billion from continuing operations, and employed
22,000 people worldwide. Mondi has a premium listing on the London Stock Exchange (MNDI), where the Group is a FTSE100
constituent, and also has a secondary listing on the JSE Limited (MNP).

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


Legal Notice

The disclaimers, forward looking statements and important notices set out in the long-form announcement published by the
Company on 19 December 2023, in relation to the publication of the Circular relating to a proposed Special Dividend and
associated Share Consolidation, are specifically incorporated by reference into this announcement as if restated and repeated in
this announcement in full.