Pre-Annual General Meeting Information • Mar 19, 2024
Pre-Annual General Meeting Information
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Notice of Annual General Meeting on Friday 3 May 2024
This document is important and requires your immediate attention
If you are in any doubt as to any aspects of the proposals referred to in this document or as to what action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents at once to the purchaser or transferee, or the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Last date for submission of form of proxy
| Annual General Meeting | |
|---|---|
| Time: | 10:30 (UK time) |
| Place: | Mercedes-Benz World |
| Brooklands Drive | |
| Weybridge | |
| KT13 0SL | |
Each ordinary resolution requires the support of a simple majority of the total votes cast. Each special resolution requires the support of 75% of the total votes cast.
Ground Floor, Building 5, The Heights, Brooklands, Weybridge, Surrey KT13 0NY UK Incorporated in England and Wales Registered No. 6209386
To the holders of Mondi plc shares
The Annual General Meeting of Mondi plc (the "Company") will be held at Mercedes-Benz World, Brooklands Drive, Weybridge, KT13 0SL, UK at 10:30 (UK time) on Friday 3 May 2024. Directions to the venue can be found on page 16. We will again be offering shareholders the choice of joining the meeting in person or electronically. Full details on how you can participate electronically are set out in the notes on pages 12, 14 and 15.
Should there be any changes to these arrangements, these will be communicated to shareholders in advance of the Annual General Meeting through our website at www.mondigroup.com.
The Notice of Annual General Meeting is set out on pages 3 and 4, followed on pages 5 to 13 by an explanation of each resolution proposed and notes about your rights as a shareholder and information regarding the appointment of proxies. All voting at the meeting will be conducted on a poll.
Enclosed or otherwise made available with this Notice of Annual General Meeting ("Notice") is the Mondi Group Integrated report and financial statements 2023 containing the audited consolidated financial information for the Company for the year ended 31 December 2023.
Shareholders are being asked to give their consent for the Company to pay a final dividend of 46.67 euro cents per ordinary share. If the recommended final dividend is approved, the dividend will be paid on 14 May 2024 to all ordinary shareholders on the Company's register of members on 5 April 2024.
Your involvement in the Annual General Meeting is valued either in person (physically or electronically) or by proxy and is an important part of our dialogue with shareholders.
If you are entitled to vote but are unable to attend the Annual General Meeting (either in person or electronically), you can submit your voting instruction using the enclosed proxy form or alternatively electronically as explained in the notes to the Notice of Annual General Meeting on page 10. Please ensure that your proxy appointment reaches the registrar by no later than 10:30 (UK time) on Wednesday 1 May 2024. A proxy need not be a member of the Company but must attend the Annual General Meeting (either in person or electronically) to represent you. Submission of a proxy appointment will not prevent you from attending the Annual General Meeting (either in person or electronically).
We encourage shareholders to participate in the Annual General Meeting by attending in person or by participating electronically through the online Lumi platform, which can be accessed by following the instructions on pages 12, 14 and 15. Shareholders attending the Annual General Meeting electronically will be able to hear, but not view, the directors, ask questions (in writing or verbally) and vote in real time as if they were attending in person.
Shareholders attending the Annual General Meeting either in person or electronically can ask questions during the course of the meeting. In addition, shareholders can submit written questions by email in advance of the Annual General Meeting. Where possible, we will aim to provide written responses to questions submitted by Friday 26 April 2024 directly to shareholders before 10:30 (UK time) on Wednesday 1 May 2024, i.e. before the deadline for submission of a proxy appointment. Please email these questions to
[email protected]. Where appropriate, we will also publish answers to frequently asked questions on Mondi's website.
The Board believes that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
Yours sincerely
Philip Yea Chair 19 March 2024
Incorporated in England and Wales Registered No. 6209386
London Stock Exchange share code: MNDI JSE share code: MNP ISIN: GB00BMWC6P49
Notice is hereby given that the Annual General Meeting of Mondi plc will be held at Mercedes-Benz World, Brooklands Drive, Weybridge, KT13 0SL, UK and electronically (details provided in the notes to the Notice of Annual General Meeting), commencing at 10:30 (UK time) on Friday 3 May 2024 to transact the following business:
To consider and, if deemed fit, to pass, with or without modification, the following resolutions:
such authority to expire at the conclusion of the next Annual General Meeting to be held in 2025 or, if earlier, 30 June 2025, but, in each case, so that the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
For the purposes of this resolution 17, 'Rights Issue' has the meaning given to the term in the Articles of Association.
By order of the Board
Company Secretary
19 March 2024
Registered office: Ground Floor, Building 5, The Heights, Brooklands, Weybridge, Surrey KT13 0NY UK
Incorporated in England and Wales No. 6209386
The directors are required by the Companies Act 2006 to present to the meeting the audited financial statements, together with the reports of the Audit Committee, the directors and the auditors, for the financial year ended 31 December 2023.
Enclosed or otherwise made available with this Notice of Annual General Meeting is a copy of the Mondi Group Integrated report and financial statements 2023 containing the audited consolidated financial information of the Company for the year ended 31 December 2023.
The Companies Act 2006 requires that the directors present a report on their remuneration during the period under review. The report for the year ended 31 December 2023 is set out on pages 138 to 149 of the Mondi Group Integrated report and financial statements 2023.
Shareholders are being asked to approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy.
The Directors' Remuneration Policy remains unchanged since it was approved by shareholders at the 2023 Annual General Meeting. Under the Companies Act 2006, the remuneration policy is required to be put to a binding shareholder vote every three years (or sooner if changes are proposed) and it is not being presented for shareholder approval at this meeting.
Shareholders should note that this vote is advisory only and the directors' entitlement to remuneration is not conditional on it.
A final dividend for the year ended 31 December 2023 of 46.67 euro cents per ordinary share is recommended by the directors. Shareholder approval for the declaration of this final dividend is required. If approved, the dividend will be paid on 14 May 2024 to shareholders on the share register on 5 April 2024.
In accordance with governance best practice, all directors will stand for re-election in 2024. The Nominations Committee reviewed and recommended to the Board the re-election of each of the directors. The committee has considered the collective skills, experience and independence of the non-executive directors. The committee and Board confirm that there continues to be an appropriate balance of skills and knowledge and that all non-executive directors are independent in character and judgement. As a result of the 2023 Board evaluation process, the Board concluded that each of the directors continues to make an effective and valuable contribution to the Board and demonstrates commitment to their role, and are therefore recommended for re-election.
Full biographical details of each director and their contribution to the long-term sustainable success of the Company are set out in the Mondi Group Integrated report and financial statements 2023 on pages 85 to 87. These details can also be found in appendix 1 to this Notice.
The Companies Act 2006 requires that, at each general meeting at which accounts are laid, the Company appoints auditors for the ensuing financial year. The Board, having accepted the recommendation of the Audit Committee, proposes that PricewaterhouseCoopers LLP be appointed as the Company's auditor. Resolution 14 relates to the appointment and resolution 15 authorises the Audit Committee to agree the auditor's remuneration.
The purpose of resolution 16 is to renew the directors' power to allot shares. The authority will allow the directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum nominal amount of €4,855,537.83, exclusive of treasury shares, which is equivalent to approximately 5% of the issued capital.
At 11 March 2024 (being the latest practicable date prior to the publication of this Notice), the Company did not hold any shares in treasury.
There are no present plans to undertake a Rights Issue or to allot new shares. In particular, the directors do not intend to use this authority for the issue and allotment of shares in connection with the possible all share offer by the Company for DS Smith plc which was announced on 7 March 2024, pursuant to which the Company would acquire the entire issued and to be issued share capital of DS Smith plc (the "Combination"), should any firm offer in connection with such Combination by made and should any such Combination proceed. The directors otherwise consider it desirable to have the flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
Although UK companies would generally seek an authority over 33.3% of issued capital, the Company is aware that a large proportion of the investment community in South Africa prefers to see this authority restricted to no more than 5% of issued capital. In view of the Company's South African shareholder base, it has decided to limit the authority to 5%.
If the resolution is passed, the authority will expire at the end of the Annual General Meeting to be held in 2025 or, if earlier, 30 June 2025.
If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), UK company law requires that these shares are offered first to shareholders in proportion to their existing holdings.
The purpose of resolution 17 is to authorise the directors to allot new shares pursuant to the authority given by resolution 16, or to sell treasury shares, for cash (i) in connection with a Rights Issue (as defined in the Articles of Association) or (ii) otherwise up to a maximum aggregate nominal value of €4,855,537.83, which is equivalent to 5% of the issued ordinary share capital of the Company as at 11 March 2024 (being the latest practicable date prior to publication of this Notice), in each case without the shares first being offered to existing shareholders in proportion to their existing holdings. The authority will expire at the end of the next Annual General Meeting to be held in 2025 or, if earlier, 30 June 2025.
The directors confirm that, as and when they exercise such authorities, they intend to follow emerging best practice in regards to its use as recommended in the Investment Association guidelines.
The directors consider the authority in resolution 17 to be appropriate in order to allow the Company flexibility to finance business opportunities without the need to comply with the strict requirements of the statutory pre-emption provisions.
Although UK companies are permitted to seek an authority over 20% of issued capital, subject to certain conditions, the Company is aware that a large proportion of the investment community in South Africa prefers to see this authority restricted to no more than 5% of issued capital. In view of the Company's South African shareholder base, it has decided to limit the authority to 5%.
The directors consider it may, in certain circumstances, be in the best interests of shareholders generally for the Company to purchase its own ordinary shares. Accordingly, the effect of this resolution is to renew the general authority, subject to specified limits, granted to the Company to purchase its own ordinary shares, until the Annual General Meeting in 2025 or, if earlier, 30 June 2025. Shareholders are asked to consent to the purchase by the Company of up to a maximum of 22,070,626 ordinary shares of €0.22 each. This represents 5% of the ordinary shares in issue as at 11 March 2024 (the latest practicable date prior to publication of this Notice) and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable. If this authority is exercised by the Company, ordinary shares may be purchased by brokers on the Company's behalf on the London Stock Exchange, Johannesburg Stock Exchange or other trading venues.
As of 11 March 2024 (the latest practicable date prior to publication of this Notice), there were options outstanding over 2,392,065 ordinary shares, representing 0.54% of the Company's issued ordinary share capital at that date. If the authority to buy back shares was exercised in full, the total number of options to subscribe for ordinary shares would represent 0.57% of the Company's reduced issued ordinary share capital.
The directors have no present intention of making any purchases of its own ordinary shares, but believe that the Company should retain the flexibility to take further action if future purchases were considered desirable and in the best interests of shareholders. Pursuant to the Companies Act 2006, the Company can hold the shares which have been repurchased itself as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. The directors presently intend to cancel any shares purchased under this authority.
Under the Companies Act 2006, the notice period required for all general meetings of the Company is 21 days. Annual General Meetings will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings, as long as this is not less than 14 days.
In order to maintain flexibility for the Company, resolution 19 seeks such approval. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Non-executive director
Appointed to the Board April 2021
Independent: Yes
Committee memberships: Audit, Nominations, Sustainable Development
Qualifications: PhD in Chemical Engineering from the Norwegian University of Science and Technology.
Skills and experience: Svein Richard has a strong commercial and strategic background as a former chief executive of Norsk Hydro ASA and more recently as a non-executive director on a number of boards. His experience of leading a global industrial group brings valuable insight to the Board's strategic planning and driving growth in key geographies. His leadership experience in developing business synergies and harnessing sustainable opportunities is a valuable addition to Board discussions.
He started his career at Ardal og Sunndal Verk AS, the Norwegian state-owned aluminium business, before it merged with Norsk Hydro ASA. Svein Richard went on to hold a variety of management roles at Norsk Hydro, leading a number of its businesses, before being appointed chief executive in 2009, a position he held until retiring in 2019. Svein Richard was also Chair of Veidekke ASA from 2019 until May 2022, Vice Chair of Den Norske Bank ASA until April 2023 and Vice Chair of Swiss Steel Holding AG until October 2023.
Current external appointments: Chair of dormakaba Holding AG and non-executive director of Eramet Norway.
Non-executive director
Appointed to the Board: April 2021
Independent: Yes
Committee memberships: Audit, Nominations, Remuneration
Qualifications: BSc in Biological Sciences from the University of Manchester and an MBA from Heriot Watt University.
Skills and experience: Sue brings to the Board significant commercial and strategic experience gained across a range of industries, with exposure to a broad range of stakeholders in both an executive and non-executive capacity. Sue has significant experience in the consumer goods sector and understands the challenges of changing customer and consumer preferences and the need to build and protect the company's reputation with all its stakeholders.
Sue started her career with the Central Electricity Generating Board before holding a variety of communication roles at National Power plc. She went on to join Scottish Power plc, where she became Director of Corporate Affairs. In 2000, Sue joined Railtrack Group plc, before moving to SABMiller plc in 2003, where she was a member of the executive management team, and Director of Corporate Affairs until 2012 and then Managing Director, Europe, until the business was acquired in 2016.
Sue was a non-executive director of Bakkavor Group plc until 2020 and Tulchan Communications LLP until 2023, and a member of the Supervisory Board of AkzoNobel NV until April 2021.
Sue is the non-executive director responsible for understanding the views of employees.
Current external appointments: Senior Independent Director at Imperial Brands plc and easyJet plc, and a non-executive director of Britvic plc.
Non-executive director
Appointed to the Board April 2023
Independent: Yes
Committee memberships: Audit, Nominations
Qualifications: Degree in Business Economics from the University of Dortmund.
Skills and experience: Anke has a strong financial and commercial background and extensive leadership experience. Her experience operating in large international listed companies covering energy and industrial sectors, and her strategic and operationally focused knowledge bring valuable insight and perspective to the Board.
Anke began her career in the energy industry, initially in business development and mergers and acquisitions in two regional energy companies, before working for E.ON SE from 2001 to 2018. Her roles at E.ON SE included Vice President of Mergers & Acquisitions; Chief Financial Officer, Spain; Senior Vice President Investor Relations; and, from 2016 to 2018, Chief Financial Officer of E.ON UK plc. In 2018 Anke decided to join KION Group AG, active in the capital goods sector and publicly listed on the German stock exchange, as Group Chief Financial Officer & HR Director, a role she held until stepping down in 2022.
Current external appointments: Member of the Supervisory Board at E.ON SE and the Administrative Board at DKV Mobility Group SE.
Group CEO
Appointed to the Board: October 2008 and as Group CEO in April 2020
Committee memberships: Executive (Chair), Sustainable Development
Qualifications: Graduated in Commerce from the University of Cape Town, Chartered Accountant (South Africa).
Skills and experience: Andrew has more than 20 years' experience with Mondi in various strategy, business development and leadership roles, giving him a detailed understanding of Mondi's strategy, capital allocation priorities, financial structure and the environment in which the Group operates. He has played a key role in defining the Group's strategic direction and re-shaping the capital structure since listing. Andrew's long and varied experience with Mondi brings extensive knowledge of the markets and conditions in which the Group operates, providing a key contribution in developing and executing Mondi's strategy to enhance competitiveness and deliver sustainably into the future.
Andrew completed articles with Deloitte & Touche in Johannesburg in 1994. In 1995 he joined Minorco, part of Anglo American, as a financial analyst, before assuming responsibility for the group's investment management activities, and transferring to its corporate finance department in 1998. He worked on a number of group M&A activities before being appointed a vice president of Anglo American Corporate Finance in 1999.
He was appointed Mondi's Vice President of Business Development in 2002 and Corporate Development Director in 2004. He served as CFO of Mondi from June 2005 to May 2006. He was then appointed as Group Strategy and Business Development Director before becoming the CFO of the Mondi Group in 2008.
Andrew was appointed CEO of the Mondi Group on 1 April 2020.
Current external appointments: None.
Non-executive director
Appointed to the Board: May 2022
Independent: Yes
Committee memberships: Audit, Nominations
Qualifications: BA in Economics and Politics from the University of South Africa.
Skills and experience: Saki has a strong track record as a chair and non-executive director across a number of listed and private entities and brings to the Board significant experience from a range of industries. He also brings extensive insight into the South African business environment, including into key regulatory and sustainability considerations for Mondi's operations in South Africa.
From 1993 to 1994, Saki worked for South African Breweries as Business Development Manager, before being elected a member of South African Parliament in 1994, a position he held until 1996. Saki went on to be appointed a managing director at Transnet Limited, the company responsible at that time for South Africa's rail network and harbours and South African Airways. In 2001, he joined New African Investments Limited, a publicly listed investment company, as Chief Executive Officer, a role he held until 2004. He was also previously chair of MTN Group Limited and a non-executive director of Standard Bank Group Limited, Liberty Holdings and Murray and Roberts Holdings Limited.
Current external appointments: Chair of Vodacom Group Limited, Safika Holdings (Pty) Ltd, Tshipi é Ntle Manganese Mining (Pty) Ltd and Ntsimbintle Mining (Pty) Ltd.
Group CFO
Appointed to the Board: November 2020
Independent: No
Committee membership: Executive
Qualifications: Graduated in Computer Science & Accounting from the University of Manchester, member of the Chartered Institute of Management Accountants (UK).
Skills and experience: Mike has significant financial and strategic experience and extensive experience leading finance teams, having been chief financial officer and an executive director of a number of large international listed companies.
He brings a clear operational focus, strong leadership experience and knowledge of operating in large industrial groups across a variety of geographies. The strategic financial insight Mike brings drives Mondi's strong financial performance and culture of continuous improvement.
Mike started his career at Pilkington plc, spending 15 years in a variety of finance and operational roles. He went on to become Chief Financial Officer at Nippon Sheet Glass and then AZ Electronic Materials plc.
He was subsequently appointed Group Finance Director at BBA Aviation plc, before being appointed Group Chief Financial Officer at Ferguson plc, a multinational distributor of plumbing and heating products. Mike also served as a non-executive director of Low & Bonar from December 2016 to May 2020.
Mike joined Mondi as Group CFO in November 2020.
Current external appointments: None.
Appointed to the Board: October 2015
Independent: Yes
Committee memberships: Nominations, Remuneration, Sustainable Development (Chair)
Qualifications: MBA from ESSEC Business School in Paris.
Skills and experience: Dominique's extensive experience in senior business leadership positions in Europe, as well as in international strategic consumer marketing and innovation, provides valuable insight to the Board. Her global leadership exposure brings rounded insight to Mondi's sustainability goals and drives progress to meet the Group's ambitious targets.
Her career began with Procter & Gamble before moving to Kraft Jacobs Suchard as Director of Marketing and Strategy and a member of its executive committee. After helping Jacobs Suchard through its acquisition by Kraft-Mondelez, Dominique joined The Coca-Cola System in 1992 as Marketing and Sales Director and then held various roles of increasing responsibility up to General Manager France. From 2002 to early 2005, she was CEO Europe for Coca-Cola Enterprises and subsequently CEO Europe for the Coca-Cola Company, then Chair from 2013 until stepping down in 2014.
Dominique was a non-executive director of Peugeot-Citroen SA between 2012 and 2015, AXA SA between 2005 and 2017 and Severn Trent Plc between 2016 and 2021. She was also Chair of Eurostar International Limited from July 2019 until April 2022, and a non-executive director of Chr. Hansen Holding A/S from November 2013 to January 2024, the last five years of which she was Chair.
Current external appointments: Non-executive director of Deliveroo plc and Paypal (Europe).
Appointed to the Board: April 2021
Independent: Yes
Committee memberships: Nominations, Remuneration (Chair), Sustainable Development
Qualifications: BSc and PhD in Geology from the University of Manchester and a Chartered Engineer.
Skills and experience: Angela has extensive experience of operating in large, international companies in both executive and non-executive roles, with expertise including operations, technology and sustainability. Her valuable knowledge of combining technology, sustainability and low carbon energy brings key insight into innovation for circular driven solutions and business growth, and her experience of international executive leadership in the UK listed environment enables her to bring guidance and challenge to her role as Remuneration Committee Chair.
Angela started her career with the Institute of Geological Sciences before joining BP plc in 1982, where she held various international senior leadership and strategic technology/engineering-focused roles. She was appointed BP Chief Scientist and Head of Downstream Technology in 2014 and was appointed to the group executive committee in 2018, a position she held until her retirement in 2020. Angela was honoured with a Damehood (DBE) in 2017, and is a Fellow of the Royal Society, the Royal Academy of Engineers and the Institute of Chemical Engineers, as well as an honorary Fellow of the UK Energy Institute.
Angela holds honorary DSc degrees from Royal Holloway University and the University of Bradford, and is an honorary professor of the University of Manchester.
Angela was also a non-executive director of Severn Trent plc until March 2022.
Current external appointments: Non-executive director of SSE plc and Rolls-Royce Holdings plc.
Chair
Appointed to the Board: April 2020 and as Chair in May 2020
Independent: Yes (on appointment)
Committee memberships: Nominations (Chair), Remuneration
Qualifications: Graduated with an MA in Modern Languages from Oxford University, Fellow of the Chartered Institute of Management Accountants (UK).
Skills and experience: Philip has extensive listed company experience, both as an executive and non-executive director, across a range of sectors. His broad industry background and knowledge of operating within large, international corporates, as well as his significant leadership experience, bring valuable insight to the Board and are relevant to the future growth and development of Mondi.
Philip's experience and knowledge of UK listed companies underpins the Board's commitment to delivering best practice corporate governance.
Philip started his career as a graduate trainee at Perkins Engines before holding a range of finance roles at companies including Mars Ltd and Guinness plc, becoming Group Finance Director of Diageo plc on its creation in 1997. He was a managing director at Investcorp from 1999 to 2004, leaving to become CEO of 3i Group plc, a role he held until 2009.
He has held a number of non-executive roles, including Chair at Equiniti Group plc, Greene King plc and bwin.party digital entertainment plc; Senior Independent Director at Vodafone Group plc, Manchester United plc and Computacenter plc; and non-executive director at Marshall of Cambridge (Holdings) Ltd, Aberdeen Standard Asia Focus plc, Rocket Internet SE and HBOS plc.
Appointed to the Board: May 2018
Independent: Yes
Committee memberships: Audit (Chair), Nominations, Sustainable Development
Qualifications: Graduated in Mathematics from Southampton University, member of the Chartered Institute of Management Accountants (UK).
Skills and experience: Stephen brings a strong financial and general management background to the Board with experience gained internationally across a variety of sectors, including industrial and engineering. Stephen's experience brings crucial insight to maintaining and developing Mondi's robust risk management system and allows him to act as an experienced sounding board for executive management.
He spent his early career in commercial accounting and finance roles at companies including Ford Motor Company, Mars, Inc and Grand Metropolitan plc (now Diageo plc). He was Group Finance Director of the Automobile Association until its acquisition by Centrica in 2000 before becoming Group Finance Director at Thistle Hotels plc.
In 2004 Stephen was appointed Group Finance Director at Meggitt plc, an international engineering business specialising in aerospace equipment. He held this role for nine years, before being appointed CEO in 2013. Stephen stepped down from the board of Meggitt plc on 31 December 2017. He was also a non-executive director of Derwent London plc from 2010 until May 2019.
Stephen was appointed as Senior Independent Director of Mondi plc on 6 May 2021, a role he relinquished in 2023 to support Mondi's compliance with new diversity requirements in the UK Listing Rules.
Current external appointments: Non-executive director and Audit Committee Chair at Weir Group plc.
For shareholders on the UK share register: to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom by post or delivered by hand (during normal business hours only) in each case so as to be received no later than 10:30 (UK time) on Wednesday 1 May 2024;
or
For shareholders on the South African branch register: to JSE Investor Services (Pty) Limited, One Exchange Square, 2 Gwen Lane, Sandown, Sandton 2196, Republic of South Africa, or PO Box 4844, Johannesburg 2000, Republic of South Africa by post or delivered by hand (during normal business hours only) in each case so as to be received no later than 11:30 (SA time) on Wednesday 1 May 2024.
Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 11 March 2024, which is the latest practicable date before the publication of this Notice, is 441,412,530 carrying one vote each on a poll. Therefore, the total number of votes exercisable as at 11 March 2024 is 441,412,530.
Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. Further information regarding Proxymity can be found at www.proxymity.io. Your proxy must be lodged electronically via the Proxymity platform by 10:30 (UK time) on Wednesday 1 May 2024 in order to be considered valid. Before appointing a proxy by this process you will need to agree to Proxymity's terms and conditions. It is important that these are read carefully as they are binding and such terms and conditions govern the electronic appointment of your proxy.
Any corporation which is a shareholder of the Company can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that they do not do so in relation to the same shares.
Shareholders should note that, pursuant to requests made by shareholders of the Company meeting the threshold requirements set out in Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous general meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to its auditor before it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required to publish on a website under Section 527 of the Companies Act 2006.
Each of the resolutions to be put to the Annual General Meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each shareholder and so the directors consider it a more democratic method of voting.
Any shareholder attending the Annual General Meeting, either in person or electronically, has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Annual General Meeting, but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or good order of the meeting that the question be answered.
Shareholders participating electronically will also be able to ask questions at the Annual General Meeting by submitting their question through the online Lumi platform in writing via the Lumi messaging function. Alternatively, they can also call the phone number displayed on the screen once they are logged into the Lumi platform and ask a question during the Questions session when invited to do so.
Shareholders may also submit written questions ahead of the Annual General Meeting by emailing these questions to the Company at [email protected]. For questions submitted by shareholders by Friday 26 April 2024, the Company will aim to provide written responses before 10:30 (UK time) on Wednesday 1 May 2024, i.e. before the deadline for submission of a proxy appointment.
To the extent a question cannot be answered during the Annual General Meeting, written answers will be provided after the meeting wherever practical and answers to frequently asked questions will be published on the Company's website where appropriate.
Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
A copy of this Notice and other information required by Section 311A of the Companies Act 2006 can be found on the Mondi Group website at: www.mondigroup.com. Should it become appropriate to revise the current arrangements for the Annual General Meeting, we will notify shareholders of any change on the shareholder meetings page of Mondi's website.
Copies of the following documents will be available at the registered office of the Company during normal business hours on any business day (excluding public holidays) and also at the Annual General Meeting venue for at least 15 minutes prior to and during the meetings:
Except as provided above, shareholders who have general queries about the Annual General Meeting should use the following means of communication (no other methods of communication will be accepted):
to communicate with the Company for any purpose other than those expressly stated.
This year we will again be conducting a hybrid Annual General Meeting giving shareholders the option to attend in person or participate electronically using an online platform. If you choose to participate electronically using the online Lumi platform, you will be able to listen to the proceedings of the meeting, ask questions (both in writing and verbally) and submit your votes.
Please note that an active internet connection is always required in order to participate fully. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
The Annual General Meeting will be held on Friday 3 May 2024 at 10:30 (UK time).
In order to join the Annual General Meeting electronically and ask questions and vote via the online Lumi platform, shareholders will need to connect to the following website: https://web.lumiagm.com/134689461. Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC, tablet or smartphone device.
Once you have accessed https://web.lumiagm.com from your web browser on a PC, tablet or smartphone device, you will be asked to enter the Lumi meeting ID which is 134-689-461. You will then be prompted to enter your shareholder reference number (SRN) and your PIN, which is the first two and last two digits of your SRN (which can be found printed on your proxy form or notification of availability). This will authenticate you as a shareholder.
If you are not in receipt of your SRN please contact the Company's registrar, Equiniti, at [email protected].
Access to the Annual General Meeting will be available from 10:00 (UK time) on Friday 3 May 2024, although the voting functionality will not be enabled until the Chair of the meeting declares the poll open. During the Annual General Meeting, you must ensure you are connected to the internet at all times in order to vote when the Chair commences polling on the resolutions. Therefore, it is your responsibility to ensure internet connectivity for the duration of the Annual General Meeting.
If you wish to appoint a proxy other than the Chair of the meeting and for them to attend the Annual General Meeting electronically on your behalf, please submit your proxy appointment in the usual way.
If your investment is not held in your name on the register of members (i.e. it is held in a broker account or by a custodian) it will be necessary for you to be appointed as a proxy or a corporate representative to attend, speak and vote at the AGM. Appointments must be made by 10:30 (UK time) on Wednesday 1 May 2024.
Once a valid appointment has been made, please contact the Company's registrar, Equiniti, at [email protected], or on +44 (0)371 384 2576 for your unique Shareholder Reference Number (SRN) and PIN. Mailboxes are monitored 09:00 to 17:00 (UK time) Monday to Friday (excluding public holidays in England & Wales). Telephone lines are open 08:30 to 17:30 (UK time) Monday to Friday (excluding public holidays in England and Wales). Please use the country code if calling from outside the UK.
Once you have accessed https://web.lumiagm.com from your web browser on a PC, tablet or smartphone device, you will be asked to enter the Lumi meeting ID which is 134-689-461.
Access to the Annual General Meeting will be available from 11:00 (SA time) on Friday 3 May 2024, although the voting functionality will not be enabled until the Chair of the meeting declares the poll open. During the Annual General Meeting you must ensure you are connected to the internet at all times in order to vote when the Chair commences polling on the resolutions. Therefore, it is your responsibility to ensure internet connectivity for the duration of the Annual General Meeting.
Shareholders who wish to attend the Annual General Meeting electronically should contact the South African Transfer Secretary, JSE Investor services on +27 11 713 0800.
Shareholders who have dematerialised their shares through a Central Securities Depository Participant (CSDP) or stockbroker, and who have not elected 'own name' registration and wish to attend the Annual General Meeting, should timeously inform their CSDP or stockbroker of their intention to attend the meeting and request such CSDP or stockbroker to issue them with the necessary authority to attend by Wednesday 1 May 2024 by 11:30 (SA time) at the latest. If they do not wish to attend the Annual General Meeting, they may provide such CSDP or stockbroker with their voting instructions.
If shareholders wish to participate in the Annual General Meeting, they should instruct their CSDP or stockbroker to issue them with the necessary letter of representation to participate in the Annual General Meeting, in the manner stipulated in their Custody Agreement. These instructions must be provided to their CSDP or stockbroker by the cut-off time and date advised by the CSDP or stockbroker to accommodate such requests for onward transmission to the South African Transfer Secretary by 11:30 (SA time) on Wednesday 1 May 2024.
Shareholders who attend the meeting will receive a link via e-mail to register and vote at the meeting.
Once the Chair has formally opened voting on all resolutions, the polling icon will appear in the navigation bar. From here, the list of resolutions will automatically appear on your screen. To vote, select the option that corresponds with how you wish to vote ('FOR', 'AGAINST' or 'WITHHELD').
Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button.
To vote on all resolutions displayed select the 'vote all' option at the top of the screen.
To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this while the poll remains open and before the Chair announces its closure.
Questions on the day can be submitted in writing via the Lumi messaging function. Alternatively, you can call the phone number displayed on the screen and ask a question during the questions session when invited to do so.
To ask a question via the Lumi messaging function, select the messaging icon from within the navigation bar and type your question into the 'Ask a question' box. To submit your question, click on the arrow icon to the right of the text box.
Messages can be submitted at any time during the questions session until the Chair closes the session.


From Junction 10 of the M25 follow the A3 towards London taking the first exit and turn left at the roundabout onto the A245 (signposted Weybridge). Continue along the A245 for approximately 1.5 miles. At the second roundabout turn right onto Sopwith Drive. Continue straight over two roundabouts. You have arrived at Mercedes-Benz World.
Less than 3 miles from Weybridge station, on the London Waterloo to Woking/Portsmouth and Staines to Weybridge lines. There is a public bus service that will deliver you to the door (see below).
Mercedes-Benz World is accessible via bus route 436, which serves Woking, Byfleet and Weybridge train station. For bus times please visit www.falconbuses.co.uk.
For more information on how to get to the venue, go to www.mercedes-benzworld.co.uk/contact-us/
Mondi plc Ground Floor, Building 5 The Heights, Brooklands Weybridge, Surrey KT13 0NY UK
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