
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 JSE Listings Requirements 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 7 May 2008. 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 except resolution 17. The voting results of the Joint Electorate Actions are identical and are given below.
Resolution 17 proposed that the directors be given authority to issue shares in Mondi Limited for cash, up to a limit of 5% of unissued share capital. Through the voting on resolution 17 and certain other resolutions, Mondi has become aware that South African shareholders have concerns about resolutions placing shares under the control of directors and, in particular, authorising the directors to issue shares for cash. We will look into this matter further to understand fully the concerns of South African shareholders, which we believe are not specific to Mondi.
|
Resolution |
Votes
For |
% |
Votes
Against |
% |
Votes Withheld |
Votes
total |
|
Common Business: Mondi Limited and Mondi plc |
|
|
|
|
|
|
|
1. To elect as a director Sir John Parker |
272,308,377 |
99.07 |
2,547,101 |
0.93 |
2,471,558 |
277,327,036 |
|
2. To elect as a director Cyril Ramaphosa |
265,042,927 |
97.41 |
7,041,975 |
2.59 |
5,242,134 |
277,327,036 |
|
3. To elect as a director David Hathorn |
274,422,087 |
99.78 |
605,855 |
0.22 |
2,296,851 |
277,324,793 |
|
4. To elect as a director Paul Hollingworth |
274,421,666 |
99.78 |
606,528 |
0.22 |
2,296,849 |
277,325,043 |
|
5. To elect as a director Colin Matthews |
274,699,083 |
99.87 |
370,620 |
0.13 |
2,255,340 |
277,325,043 |
|
6. To elect as a director Imogen Mkhize |
274,271,552 |
99.71 |
799,598 |
0.29 |
2,255,643 |
277,326,793 |
|
7. To elect as a director Peter Oswald |
274,463,474 |
99.78 |
605,960 |
0.22 |
2,255,359 |
277,324,793 |
|
8. To elect as a director Anne Quinn |
274,697,532 |
99.86 |
371,688 |
0.14 |
2,255,823 |
277,325,043 |
|
9. To elect as a director David Williams |
273,296,004 |
99.36 |
1,773,699 |
0.64 |
2,255,340 |
277,325,043 |
|
Mondi Limited Business |
|
|
|
|
|
|
|
10. To receive and adopt the report and accounts |
276,776,287 |
100.00 |
602 |
0.00 |
550,154 |
277,327,043 |
|
11. To determine, ratify and approve the directors’ remuneration |
241,531,373 |
91.14 |
23,483,944 |
8.86 |
12,309,726 |
277,325,043 |
|
12. To declare a final dividend |
272,461,486 |
100.00 |
3,669 |
0.00 |
4,859,888 |
277,325,043 |
|
13. To reappoint the auditors |
267,722,683 |
99.69 |
837,547 |
0.31 |
8,764,813 |
277,325,043 |
|
14. To authorise the directors to determine the auditors’ remuneration |
271,982,039 |
99.81 |
523,918 |
0.19 |
4,818,836 |
277,324,793 |
|
15. To place 5% of the unissued ordinary shares of Mondi Limited under the control of the directors of Mondi Limited |
201,846,523 |
74.07 |
70,655,242 |
25.93 |
4,825,028 |
277,326,793 |
|
16. To place 5% of the remaining unissued shares (excluding ordinary shares) of Mondi Limited under the control of the directors of Mondi Limited |
201,424,955 |
73.96 |
70,921,925 |
26.04 |
4,977,913 |
277,324,793 |
|
17. To authorise the directors to allot and issue ordinary shares of Mondi Limited for cash‡ |
186,102,847 |
68.33 |
86,253,421 |
31.67 |
4,970,775 |
277,327,043 |
|
18. To authorise Mondi Ltd to purchase its own shares* |
269,633,536 |
98.95 |
2,873,975 |
1.05 |
4,817,532 |
277,325,043 |
|
19. To adopt new Articles of Association of Mondi Limited* |
260,630,538 |
99.81 |
503,626 |
0.19 |
16,190,879 |
277,325,043 |
|
Mondi plc Business |
|
|
|
|
|
|
|
20. To receive the report and accounts |
271,992,517 |
100.00 |
600 |
0.00 |
5,331,926 |
277,325,043 |
|
21. To approve the directors’ remuneration report |
251,935,828 |
95.14 |
12,865,581 |
4.86 |
12,525,634 |
277,327,043 |
|
22. To declare a final dividend |
276,817,166 |
100.00 |
9 |
0.00 |
509,618 |
277,326,793 |
|
23. To reappoint the auditors |
272,079,672 |
99.68 |
860,248 |
0.32 |
4,387,123 |
277,327,043 |
|
24. To authorise the directors to determine the auditors’ remuneration |
274,320,150 |
99.81 |
518,757 |
0.19 |
2,486,136 |
277,325,043 |
|
25. To authorise the directors to allot relevant securities |
207,969,337 |
75.12 |
68,887,660 |
24.88 |
468,046 |
277,325,043 |
|
26. To authorise the directors to disapply pre-emption rights* |
208,189,627 |
75.20 |
68,651,973 |
24..80 |
483,443 |
277,325,043 |
|
27. To authorise Mondi plc to purchase its own shares* |
276,840,007 |
99.99 |
34,902 |
0.01 |
450,134 |
277,325,043 |
|
28. To adopt new Articles of Association of Mondi plc* |
264,994,148 |
99.82 |
488,079 |
0.18 |
11,844,816 |
277,327,043 |
* Special Resolutions
‡ 75% votes in favour required pursuant to the Listings Requirements of the JSE Limited.
Philip Laubscher Company Secretary Mondi Limited |
Carol Hunt Company Secretary Mondi plc |
Last change: 09/05/2008
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