Mondi PLC — Proxy Solicitation & Information Statement 2017

Apr 4, 2017

If undeliverable please return to:
Capita Asset Services
34 Beckenham Road
Beckenham
Kent BP3 4TU

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Mondi plc

Annual General Meeting

Attendance card

Date
Thursday 11 May 2017

Time
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.

Mondi plc

Annual General Meeting

Shareholder pack 2017

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 Capita, at www.capitashareportal.com

Vote online

As an alternative to completing and returning this proxy form, you can appoint a proxy electronically by logging on to the Capita website, www.capitashareportal.com, and following the instructions provided.

Key dates

9 May 2017	Submission of form of proxy
11 May 2017	Annual General Meeting

The polylog is recyclable.

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Notes to the form of proxy

mondi

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.

2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3. 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 chairman 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 chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the chairman, 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 chairman and give them the relevant instructions directly.

4. 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 Capita Asset Services helpline on 0871 664 0300 (calls cost 12p per minute plus your phone company's access charge. Lines are open between 9:00am - 5:30pm Monday to Friday excluding public holidays in England and Wales) (or +44 208 639 3399 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.

5. 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.

6. To appoint a proxy using this form, the form must be:

7. completed and signed;
8. sent or delivered to Capita Asset Services, PKS 1, 34 Beckenham Road, Beckenham, BR3 4TU, United Kingdom; and
9. received by Capita Asset Services no later than 10:30am (UK time) on Tuesday 9 May 2017.

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.

2. 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.

3. As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by logging on to the Capita Asset Services website www.capitashareportal.com and following the instructions provided. You will be required to enter your investor code as detailed on this proxy form. For an electronic proxy appointment to be valid, your appointment must be received by Capita Asset Services no later than 10:30am (UK time) on Tuesday 9 May 2017. 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.

4. 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 Capita Asset Services (CREST ID: RA10) by 10:30am (UK time) on Tuesday 9 May 2017. See the notes to the notice of meeting for further information on proxy appointment through CREST.

5. 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).

6. 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.

7. Any alteration or correction made to this proxy form must be initialled by the signatory or signatories.

8. 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.

To be held at Haberdashers' Hall, 18 West Smithfield, London, EC1A 9HQ, United Kingdom. If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to Mondi plc's registrars. This will facilitate entry to the meeting.

Signature of person attending
Barcode:
Investor Code:

FORM OF PROXY

MONDI plc – ANNUAL GENERAL MEETING

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

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

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 10:30am on Thursday, 11 May 2017 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	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote
Common business: Mondi Limited and Mondi plc		Mondi Limited business - continued
1. To elect Tanya Fiallo as a director	☑	18. To place 5% of the issued ordinary shares of Mondi Limited under the control of the directors of Mondi Limited	☑
2. To re-elect Stephen Harris as a director	☑	20. To place 5% of the issued special converting shares of Mondi Limited under the control of the directors of Mondi Limited	☑
3. To re-elect Andrew King as a director	☑	21. To authorise the directors to allot and issue ordinary shares of Mondi Limited for cash	☑
4. To re-elect John Nicholas as a director	☑	22. To authorise Mondi Limited to purchase its own shares*	☑
5. To re-elect Peter Oswald as a director	☑	Mondi plc business
6. To re-elect Fred Phaswasa as a director	☑	23. To receive the report and accounts	☑
7. To re-elect Dominique Reiniche as a director	☑	24. To approve the remuneration policy	☑
8. To re-elect David Williams as a director	☑	25. To approve the remuneration report (other than the policy)	☑
9. To elect Tanya Fiallo as a member of the DLC audit committee	☑	26. To declare a final dividend	☑
10. To elect Stephen Harris as a member of the DLC audit committee	☑	27. To appoint the auditors	☑
11. To elect John Nicholas as a member of the DLC audit committee	☑	28. To authorise the DLC audit committee to determine the auditors' remuneration	☑
Mondi Limited business		29. To authorise the directors to allot relevant securities	☑
12. To receive the audited financial statements	☑	30. To authorise the directors to displayby pre-emption rights*	☑
13. To endorse the remuneration policy	☑	31. To authorise Mondi plc to purchase its own shares*	☑
14. To authorise a maximum increase of 2% in non-executive director fees*	☑	*special resolutions
15. To declare a final dividend	☑
16. To appoint the auditors	☑
17. To authorise the DLC audit committee to determine the auditors' remuneration	☑

Signature

Date