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Mondi PLC

Proxy Solicitation & Information Statement Mar 25, 2022

5312_agm-r_2022-03-25_f3dbc691-ccc6-4292-8bff-59d1df10f50b.pdf

Proxy Solicitation & Information Statement

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Mondi plc Annual General Meeting

Shareholder pack 2022

Mondi plc Shareholder information Important

documents enclosed

Receive future shareholder documents

electronically If you would prefer to receive your Mondi Group Integrated Report and other shareholder documentation electronically you can register via the online service offered by Link Market Services, at

www.signalshares.com

Vote online

As an alternative to completing and returning this proxy form, you can appoint a proxy electronically by logging on to the Link Market Services website,

www.signalshares.com, and following the instructions provided.

Key dates

3 May 2022 Last date for (by 10:30 submission of

(UK time)) form of proxy

5 May 2022 Annual General

(10:30 Meeting (UK time))

Notes to the form of proxy

    1. As a member of Mondi plc you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote (either in person or electronically) at the Annual General Meeting of Mondi plc. Each resolution is to be decided on a poll and a member or proxy shall have one vote for every share held. You can only appoint a proxy using the procedures set out in these notes.
    1. Appointment of a proxy does not preclude you from attending the meeting and voting (either in person or electronically). If you have appointed a proxy and attend the meeting (either in person or electronically), your proxy appointment will automatically be terminated.
    1. A proxy does not need to be a member of Mondi plc but must attend the meeting (either in person or electronically) to represent you. To appoint as your proxy a person other than the chair of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the chair of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the chair, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chair and give them the relevant instructions directly.
    1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) may be obtained by contacting the Link Market Services helpline on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Lines are open between 9:00am - 5:30pm Monday to Friday excluding public holidays in England and Wales) (or +44 371 664 0300 if calling from outside the UK - calls will be charged at the applicable international rate) or you may photocopy this form. Please indicate in the box provided the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together.
    1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant 'Vote Withheld' box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.
    1. To appoint a proxy using this form, the form must be:
    2. completed and signed;
    3. sent or delivered to Link Market Services, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; and
    4. received by Link Market Services no later than 10:30am (UK time) on Tuesday 3 May 2022.

Please return the proxy form in the enclosed envelope.

    1. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company, an attorney for the company or other person duly authorised by the company.
    1. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
    1. As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by logging on to the Link Market Services website www.signalshares.com and following the instructions provided. You will be required to enter your investor code as printed on your share certificate or a recent dividend tax voucher. For an electronic proxy appointment to be valid, your appointment must be received by Link Market Services no later than 10:30am (UK time) on Tuesday 3 May 2022. An electronic proxy appointment will not be valid if sent to any electronic address other than those provided. Any electronic communication found to contain a computer virus will not be accepted.
    1. If you wish to appoint a proxy other than the chair of the meeting and for them to attend the Annual General Meeting electronically using the Lumi platform on your behalf, please submit your proxy appointment in the usual way before contacting Link Market Services no later than 10:30am (UK time) on Tuesday 3 May 2022 on +44 371 664 0300 in order to obtain their investor code and PIN.
    1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Link Market Services (CREST ID: RA10) by 10:30am (UK time) on Tuesday 3 May 2022. See the notes to the notice of meeting for further information on proxy appointment through CREST.
    1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in Mondi plc's register of members in respect of the joint holding (the first-named being the most senior).
    1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. Any alteration or correction made to this proxy form must be initialled by the signatory or signatories.
    1. You may not use any electronic address provided in this proxy form to communicate with Mondi plc for any purposes other than those expressly stated.

FORM OF PROXY MONDI plc – ANNUAL GENERAL MEETING

I/We being a member of Mondi plc hereby appoint the Chair of the meeting or (see note 3)
Name of proxy Number of shares proxy appointed over Event Code:

Barcode:

as my/our proxy to attend, to speak and to vote (either in person or electronically) on my/our behalf at the Annual General Meeting of Mondi plc to be held at 10.30am on Thursday, 5 May 2022 and at any adjournment thereof. I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting. If you wish to appoint multiple proxies please see note 4. Please also tick here if you are appointing more than one proxy.

RESOLUTIONS Please mark 'X' to indicate
how you wish to vote
For Against
1. To receive the report and accounts
2. To approve the remuneration report
(other than the policy)
3. To declare a final dividend
4. as a director To re-elect Svein Richard Brandtzaeg
5. To re-elect Sue Clark as a director
6. To re-elect Andrew King as a director
7. To re-elect Mike Powell as a director
8. To re-elect Dominique Reiniche as
a director
9. To re-elect Dame Angela Strank as
a director
Vote Withheld RESOLUTIONS Please mark 'X' to indicate
how you wish to vote
For Against Vote Withheld
10. To re-elect Philip Yea as a director
11. To re-elect Stephen Young as a director
12. To appoint the auditors
13. To authorise the Audit Committee to
determine the auditors' remuneration
14. To authorise the directors to allot
relevant securities
15. To authorise the directors to disapply
pre-emption rights*
16. To authorise Mondi plc to purchase
its own shares*
17. To authorise general meetings to be
held on 14 days' notice*
* special resolutions

Mondi plc Annual General Meeting

Attendance card

Thursday 5 May 2022 at 10:30am (UK time) Place

Haberdashers' Hall 18 West Smithfield, London EC1A 9HQ, United Kingdom

If attending the Annual General Meeting in person, please bring this attendance card with you and hand it in at the registration desk.

Signature of person attending

Barcode:

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