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Mondi PLC

Proxy Solicitation & Information Statement Mar 4, 2025

5312_agm-r_2025-03-04_f1a05969-7fd7-42be-a15b-91c0112c0351.pdf

Proxy Solicitation & Information Statement

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Mondi plc Annual General Meeting

Shareholder pack 2025

Mondi plc Shareholder information Important documents enclosed

Receive future shareholder documents electronically

If you would prefer to receive your shareholder documentation electronically you can register via the online service offered by Equiniti, at www.shareview.co.uk

Vote online

As an alternative to completing and returning this proxy form, you can appoint a proxy electronically by logging on to the Equiniti website, www.sharevote.co.uk, and following the instructions provided.

Key dates

6 May 2025 Last date for (by 10:30 submission of (UK time)) form of proxy

8 May 2025 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 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. Full details of the resolutions to be proposed at the Annual General Meeting, with explanatory notes, are set out in the notice of Annual General Meeting.
    1. Appointment of a proxy does not preclude you from attending the meeting and voting. If you have appointed a proxy and attend the meeting 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 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 visiting Equiniti's website at www.shareview.co.uk. 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 their discretion. Your proxy will vote (or abstain from voting) as they think 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 Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom; and
    4. received by Equiniti no later than 10:30 (UK time) on Tuesday 6 May 2025.

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 Equiniti website www.sharevote.co.uk and following the instructions provided. You will be required to enter your Voting ID, Task ID and shareholder reference number as printed on the front of your proxy form. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti no later than 10:30 (UK time) on Tuesday 6 May 2025. 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. 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 Equiniti (CREST ID: RA19) by 10:30 (UK time) on Tuesday 6 May 2025. See the notes to the notice of meeting for further information on proxy appointment through CREST. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, please go to www.proxymity.io.
    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.

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By car

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.

By train

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). By bus

Mercedes-Benz World is accessible via bus route 436, which serves Woking, West Byfleet and Weybridge train station. For bus times please visit www.falconbuses.co.uk.

Directions for shareholders attending the meeting in person

For more information on how to get to the venue, go to www.mercedes-benzworld.co.uk/contact-us/

Mondi plc Annual General Meeting

Attendance card

Date Thursday 8 May 2025 at 10:30 (UK time) Place

Mercedes-Benz World Brooklands Drive, Weybridge, KT13 0SL, 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

as they think 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.
as my/our proxy to attend, to speak and to vote on my/our behalf at the Annual General Meeting of Mondi plc to be held at 10:30 (UK time) on Thursday 8 May
2025 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 their discretion and I/we authorise my/our proxy to vote (or abstain from voting)
Please also tick here if you are appointing more than one proxy.
Voting ID Task ID Shareholder Reference Number
Please mark 'X' to indicate
RESOLUTIONS
how you wish to vote
Vote Withheld
Against
For
Please mark 'X' to indicate
RESOLUTIONS
how you wish to vote
Against
For
1. To receive the report and accounts 12. To re-elect Philip Yea as a director
2. To approve the remuneration report
(other than the policy)
13. To re-elect Stephen Young as a director
3. To declare a final dividend 14. To appoint the auditors
4. To elect Sucheta Govil as a director 15. To authorise the Audit Committee to
determine the auditors' remuneration
5. To re-elect Svein Richard Brandtzaeg
as a director
16. To approve the Mondi plc 2025
Long Term Incentive Plan
6. To re-elect Sue Clark as a director 17. To approve the Mondi plc 2025
Bonus Share Plan
7. To re-elect Anke Groth as a director 18. To authorise the directors to allot
relevant securities
8. To re-elect Andrew King as a director
9. To re-elect Saki Macozoma as a director 19. To authorise the directors to disapply
pre-emption rights*
10. To re-elect Mike Powell as a director 20. To authorise Mondi plc to purchase its
own shares*
11. To re-elect Dame Angela Strank
as a director
21. To authorise general meetings to be held
on 14 days' notice*
* special resolutions

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+ + FORM OF PROXY MONDI plc – ANNUAL GENERAL MEETING

146478-Mondi PLC AGM Proxy 2025 (2pp A3) v2.qxp_Layout 1 10/02/2025 12:52 Page 3

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